The BPCE Group had initiated 4 years ago the sale of the African subsidiaries of BPCE International, including the BTK in Tunisia. After the non-completion of successive projects of sale of the latter, including the one engaged with a Moroccan bank, then with the Tunisian state in late 2019, “BPCE International has just signed with a renowned Tunisian Private Group, a contract for the sale of its 60% stake in the BTK, under conditions precedent.
This is announced by the auditors of the bank in the report of the balance sheet of the year 2020. What the auditors do not say and that the whole financial market already knew, is that it is the Elloumi’s Group, with Coficab as flagship.
“According to the information provided by this Tunisian group to BPCE International, the transaction is part of an objective to diversify the group’s activities. This takeover is based on an ambitious recovery plan aimed at turning around the bank by giving it the means to ensure the sustainability of its activity and its future development. The formalities relating to this operation have been launched with the aim of closing it during the first half of 2021”, the BTK’s 2020 balance sheet report stated.
On the website of the bank’s buyers, we could read that the “Elloumi group is the largest industrial group and exporter in Tunisia. It specializes in a wide range of services, including automotive cables, energy and telecommunications, cable harnesses, agribusiness, real estate, urban development, retail, household appliances and consulting. Elloumi Group has 30 subsidiaries worldwide and employs more than 10,000 people.
The family group, launched by the late Taoufik Elloumi, “a quiet force” as described by his children on the group’s website, is indeed Faouzi and Salma, known for their political activism, Hichem who is board members of the employers’ organization (UTICA), and the late Aoutef who was the Deputy CO of the group (Photo in blue background) where she was called “iron lady with a heart of gold.
A good deal, despite the deficit
For the price of this takeover, everyone remains discreet and the buyers take shelter behind the confidentiality clause. We remember, in this regard, the signing ceremony of the agreement for the acquisition of these assets that took place in December 2019 at the headquarters of the Tunisian Ministry of Finance. The former minister liked to repeat then that the state had taken over all the assets of the French BPCE at the symbolic Euro. The French have never confirmed, and the case was then abandoned by a buyer, the Tunisian state, in very difficult financial situation.
For the Elloumi group, the case would be different. It will certainly not be at the same price, but would remain a very good deal. Experts, we contacted, believe that the price of the takeover could not be less than the capital of the BTK, which is 200 MD. It should be noted here that the bank is certainly in deficit (-32.132 MTD), but that its total assets of 1.431 billion TND where the “fixed assets” could be worth more than the 20.3 MTD indicated in the balance sheet 2020, and covers very correctly the total liabilities (1.361 billion TND).
It is at this price that the Elloumi group will become the 4th family of businessmen and women to own a bank, after the group La Carte of Hassine Doghri & Son who took over last March of 39% of UBCI, the Amen group of the Ben Yedder family with the Amen Bank, and the Mabrouk group at the Biat.
Foreign donors to the rescue of a bank that is going badly
The net banking income for the period from January 1 to the end of December 2020 amounts to 51,648 MD against 52,856 MD for the same period in 2019, down 1.208 MD. The general operating expenses reached at the end of December 2020 an amount of 19.449 MDT, against an amount of 17.301 MD at the end of December 2019, that is to say an increase of 2.148 MD (+20%).
“In 2020, the Bank continued to record losses, thus bringing the equity capital at December 31, 2020 to the sum of 69.432 MD, or 34.7% of its share capital and therefore below the threshold set by Article 388 of the Code of Commercial Companies,” said the auditors of BTK in their latest report on the financial statements for the year 2020.
They added that “it seems important to us to also mention that this situation could lead to the submission of the Bank to a recovery plan or a resolution plan”. With the takeover of the BTK by the Elloumi group, the resolution plan seems more unlikely than the recovery plan.
The auditors also indicate, in this respect, that “this takeover is based on an ambitious recovery plan aimed at turning around the bank by giving it the means to ensure the sustainability of its activity and its future development.
Within the framework of this sale project, the international financial backers have expressed their intention to activate the change of control clauses allowing them to demand the early repayment of their loans in case of exit of the reference shareholder.
In order to meet this financing need and ensure a secure transition for BTK, BPCE International has set up a mechanism consisting of new financing by BTK allowing for the full refinancing of the lenders (including breakage costs) under conditions determined so that the repayment burden is unchanged for BTK (maintenance of the current maturity schedule after synthetic interest rate swaps).
The new loans and the existing loans of BPCE International would then be transferred to the new purchaser at the same time as the sale transaction and could thus be used to subscribe to a capital increase of the BTK”.
Everything is therefore planned and everything would go well for the BTK, where the Tunisian and Kuwaiti states will keep each 20% of the capital with Elloumi.
Nevertheless, the net equity base and net equity of the Bank show a balance of 41.641 MD and 65.999 MD and represent respectively 3.55% and 5.62% of total risk-weighted assets, levels that are below the required thresholds.
This insufficiency is liable to a pecuniary penalty in accordance with the regulations in force.
Penalties also incurred for the thresholds of division of risks where the total overruns amount to more than 35 MDT.