HF Group PLC Rights Issue

HF Group hereby offers to Shareholders by way of renounceable rights, a total of 769,228,336 ordinary shares (the “Entitlement Shares”) at the Offer Price of KES 4 per share payable in full on acceptance of the terms set out below.

HF Group also offers to Shareholders the option to subscribe for additional shares without restriction to their initial entitlement amounting to 384,614,168 ordinary shares (the “Additional Shares”). There will also be a green shoe option capped at 30% of the New Shares comprising 346,152,751 ordinary shares (the “Green Shoe Option Shares”) at the Offer Price to cater for oversubscription of the New Shares.

The Rights Issue is on a basis of a ratio of 2 New Shares for every 1 Existing Share being the Entitlement Ratio. The Entitlement Ratio once declared, will not be altered.

Information Memorandum
Countdown to Close Date
Time left :

Entitlement Shares: 769,228,336

Additional Shares: 384,614,168

Accept the Offer

Green Shoe

346,152,751.00

% of Green Shoe Cap

30.00 %

Offer Price

4.00
Rights Issue

How to Accept the Offer

01

Use the USSD code *483*806#

(Note: This option is only available for holders of an active registered Kenyan mobile number only and who intend to accept rights.)

Rights Issue

To accept the Rights Issue, you will need to do the following:

1. Check your email address or SMS for a PAL NO from Image Registrars Limited. (If you have not received the PAL No, dial the USSD Code *483*806# and request for it by providing a valid email address and either the National Identification Number or the Passport Number which you used to open your CDS account that holds the HF Group PLC Rights Issue.)

2. Dial the code again to request and agree to the Terms and Conditions of the Rights Issue, which you should read and understand before the next step.Ensure you have sufficient balance on your Mobile Money to facilitate payment at the end of the process

3. Once you have the PAL NO and have read the Terms and Conditions, choose the “Accept Rights” option and thereafter follow the prompts to complete the acceptance process.

4. You will receive a prompt to pay and later an an email and/or SMS confirming your acceptance of the Rights Issue.

02

Online application

To accept or renounce your rights on this application portal:

1. Read the terms and conditions of the Rights Issue here.

2. Check your email address or SMS for a PAL NO from Image Registrars Limited. (If you have not received the PAL NO, click the Take Rights menu then "Click to get the PAL NO" at the top of the pop-up form to request a code and input the requested information. The PAL NO will be sent to your email address and/or SMS.)

3.Once you receive the PAL NO on email or SMS, click here again and enter the information requested on the pop-up form to submit your acceptance.

4. If your details are verified, an electronic PAL Form with pre-populated details will open. Please confirm the details of the pre-populated information, fill in all the required information, upload the required documents and then click submit.

5. Once the acceptance has been successfully submitted and payment made, the uploaded payment documents (EFT or Bank Transfers) will be verified by the Data Processing Agent. Look out for updates on the status of your acceptance, which will be sent to your registered email address or through text message to the mobile number you indicated in the electronic application.

Rights Issue
03

Completing a physical PAL Form



You can also submit a physical PAL Form by following the steps outlined below;

Rights Issue

1.Download the PAL Form, or visit the offices of the Authorised Accepting Agents or Image Registrars - all of whom will be able to provide a physical copy of the PAL Form.

2. Complete the Form following the instructions therein and submit the completed PAL Form together with the required supporting documents to any of the Authorised Accepting Agents.

To renounce, click here, or visit the offices of the Authorised Accepting Agents or Image Registrars - all of whom will be able to provide a physical copy of the PAL Form.

Timetable and Key Events

The Rights Issue will start on 2024-11-13T06:00:00Z and ends on 2024-12-09T14:00:00Z

All mobile and electronic applications and physical PAL Forms must be completed and received by Image Registrars or any of the Authorised Accepting Agents prior to these deadlines.

Following the close of the rights issue period, HF Group PLC Rights Issue will on receipt of regulatory approval from the Capital Markets Authority, publish the final results of the Rights Issue and calculate the entitlements due to accepting shareholders.

Date Activity
4th November, 2024 Record Date
13th November, 2024 Upload of Entitlement to CDS Accounts
9:00 a.m. on 13th Nov 2024 Rights Issue Opens
13th November, 2024 Commencement of trading Rights on the NSE
2nd December Last day of renunciation by way of private transfer/Last day of splitting(Private Transfer Renunciation Date)
2nd December Last day for trading of nil paid Rights on the NSE
5:00 p.m. on 9th Dec 2024 Offer Close
18th Dec 2024 Allotment
20th December Last day of payment of Irrevocable Bank Guarantees
20th December Announcement of Results
23rd Dec 2024 Electronic Crediting of CDS Accounts
23rd December, 2024 Dispatch of Payment Refunds
24th December, 2024 Listing date and commencement of trading of New Shares on the NSE
Rights Issue

Frequently Asked Questions

HF Group Plc is an integrated financial solutions provider that is registered as a non-operating holding company (under the Banking Act Cap.488) and licensed by the Central Bank of Kenya (CBK). The Group commenced operations on November 18th 1965, and has diversified from being a mortgage financier to a provider of integrated financial solutions with interests in Personal Banking, Business Banking, Institutional Banking, Trade Finance, Diaspora Banking, Treasury as a business, Property and Insurance. HF Group is listed at the Nairobi Securities Exchange since 1992. The company restructured its business and rebranded in August 2015, transforming from the single entity - Housing Finance, to the non-operating holding company, HF Group, with four subsidiaries including HFC, HFDI, HF Bancasurance Intermediary (HFBI), and HF Foundation.

A Rights Issue is an invitation from a company to its existing shareholders to purchase additional shares in the company. A Rights Issue is one of the capital market instruments through which a company may raise additional capital.

For HF Group, shareholders will be entitled to 2 new ordinary shares for every 1 ordinary share held (ratio of 2:1) with a par value of kes 5.00 per share and an offer price of kes 4.00 per share with an option to apply for one or more additional shares for every 1 ordinary share held. There is a Greenshoe option of up to 30% of the Rights Issue (equivalent to 346,152,751 new ordinary shares) to cater for oversubscription.

In January 2022, we embarked on implementation of a new growth strategy for the strategic cycle 2022 to 2026, premised on six pillars namely repositioning our brand, scaling up the engines of growth, driving efficiency through technology, beyond service excellence, solidifying the capital base and building our culture and capabilities. In order to power this growth, and as part of our stratgegic initiative to solidify the capital base, we decided to undertake a Rights Issue. In this regard, on 12th August 2024, the Directors of HF Group PLC (the “Company”) resolved to offer up to 1,499,995,255 new ordinary shares of par value KES 5 (inclusive of a Greenshoe option of 30%) to (”shareholders”) on the register (“Rights Offer” or the “Transaction”) at the book closure date in proportion as nearly as is practicable of up to three new ordinary shares for every share held. The share price shall be Kshs.4.00.

The Shareholders approved the Rights Issue on Wednesday 4th September 2024. We obtained full regulatory approval from the Central Bank of Kenya on 24th October 2024 and from the Capital Markets Authority, and the Nairobi Securities Exchange on 25th October 2024. In summary, the objective of the Rights Issue is to power our Group’s Growth. With the good performance the organization has had in the recent past, as evidenced by the publicly available financial statements, the Rights Issue will provide the company the capital required to accelerate this performance.

  1. Approval obtainedfrom shareholders to go ahead with the Rights Issue.
  2. Approval from all the regulators given to HF Group for the RightsIssue.
  3. Stakeholders receivecommunication on their eligibility to participate in the Rights Issue as well as the shareholding they will be allocated and how much.
  4. Shareholders to exercise their Rights between 13th Novemberand 9th December 2024, which includes makingpayment for the shares.
  5. Once the offer closes,shareholders will be allocated the shares (full allocation, partialallocation, and additional allocation) depending on the shareholder’s request.
  6. Communication to shareholders on the allocation
  7. Trading of shares on the NSE.

  • Consult your stockbroker or Investment Bank
  • hfgroup.co.ke
  • Toll free: 0800721400
  • Text ‘RightsIssue’ to 21938
  • Rightsissue@hfgroup.co.ke

Shareholders should update their recordswith the HF Group Shares Registrar to effectively receivecommunication on the Rights Issue.Contact details:

Comprite Kenya Limited

4th Floor, Muthaiga Mini Market, Limuru Road Behind Post Office P.O. Box 63428-00619

Nairobi, Kenya.

Email: info@comp-rite.com or operations@comp-rite.com Telephone: +254-20-269-0955

Cell: +254 723-611786, +254 786-469662.

The Share price is Kshs. 4/= as indicated in the Information Memorandum available on the Group website at www.hfgroup.co.ke.

The PAL number is the Provisional Allotment Letter Number, a unique number generated for every shareholder to complete any transaction in the Rights Issue process.

You may receive your PAL number through:
i. Reaching out to your stockbroker or Investment Bank
ii. Visiting any HFC Branch
iii. Calling 0800721400
iv. Reaching out to Comprite or Image Registrars
v. Contacting the HF Group Help Desk

Yes, if you open the CDS account jointly and already have shares, you can participate in the Rights Issue to take up the allocated shares and request additional shares.

Yes, you can request additional shares, but allocation will depend on availability.

Yes, if you request additional shares and are allocated less, you will receive a refund on the unallocated number. Ensure you provide accurate bank details for the refund.

Please contact the Rights Issue Help Desk via James.chege@hfgroup.co.ke and provide your identification details for necessary assistance.

The offer opens on 13th November 2024 and closes on 9th December 2024 at 5pm.

  • You will receive a communication with your PAL number, shares held, allocated shares, and cost.
  • You can exercise your rights via the Rights Issue Portal at https://hfgroup.e-offer.app , dial
    USSD *483*806# or by completing a form at your stockbroker, Investment Bank or your nearest
    HFC branch.

Visit your stockbroker, Investment Bank or your nearest HFC branch.

Yes, multiple transactions during the offer period will be consolidated under your PAL Number.

No, the USSD option is only available for individual investors. Groups should use RTGS/EFT, Telegraphic Transfer, or Pesalink.

Investors can request as many additional shares as they want, subject to availability.

The family may only be able to do this once the succession process is completed and an administrator of the deceased shareholder’s estate is appointed; he / she may be able to exercise the right at this point. Please contact you preferred stockbrokers, Investment Bank, your nearest HFC branch or the Rights Issue Help Desk for assistance.

The family may only be able to do this once the succession process is completed and an administrator of the deceased shareholder’s estate is appointed; he / she may be able to exercise the right at this point.

 Please contact you preferred stockbrokers, Investment Bank, your nearest HFC branch or the Rights Issue Help Desk for assistance.

Payments can be made via:
i. RTGS/EFT
ii. Pesalink
iii. Mobile Money (Mpesa)
iv. Cash at HFC Branches
NB: PAL number must be indicated in all transactions.

If you are an existing shareholder, please contact our Share Registrar, whose contacts are listed below:-
Comprite Kenya Limited
4th Floor, Muthaiga Mini Market, Limuru road Behind Post Office
P.O. Box 63428-00619
Nairobi, Kenya.
Email: info@comp-rite.com or operations@comp-rite.com
Telephone: +254-20-269-0955
Cell: +254 723-611786, +254 786-469662.

HF Group paid a dividend of Kshs. 0.35 per share in 2018.

The Group is offering 1,153,842,504 new ordinary shares (the “New Shares”) at the Offer Price of Kes 4.00. Please refer to Clause 8.1 of the Information Memorandum, which has been posted on the website for more details on the offer.

The Group is offering 1,153,842,504 new ordinary shares (the “New Shares”) at the Offer Price of Kes 4.00. Please refer to Clause 8.1 of the Information Memorandum, which has been posted on the website for more details on the offer.

It is the intention of the Group to start paying dividends in line with the Group’s Dividend Policy.

Yes, shares are an asset that can be transferred either during one’s lifetime or upon one’s unfortunate demise as desired. 

Please contact your preferred stockbrokers, Investment Bank or your nearest HFC branch or the Rights Issue Help Desk for assistance around transfer of shares and the necessary steps.

Our major shareholder Britam has confirmed its intention to defend their rights fully. Our other major shareholders are also very supportive of the rights issue. As such, the rights issue is already over 50% successful even before we start. This is the third straight year that the company has posted a positive and growing profit trajectory. We believe that all our shareholders will seize the moment and invest in the rights issue so as to be part of this emerging opportunity and avoid dilution.

The current share price, while slightly lower than offer price, is on very few shares available in the market, because our share is illiquid. If an investor would like a sizeable block of shares, they’re best advised to purchase through the Rights Issue. Most of those investing in the Rights Issue are investing for the medium to long term, so it’s unlikely that a sizeable block of shares will be available in the market even after the Rights Issue. 

Secondly, this Rights Issue is not ideal for a speculator seeking to buy and sell shares in the short term. It’s for the medium to long-term investor who will see an opportunity in entering now at the point of take-off of the company and reap benefits over time, as the company grows.

The Greenshoe option offers the company the opportunity to offer more shares in the event over an oversubscription by the existing shareholders, up to a limit of 30%. 

This is capped at 30% of the New Shares comprising 346,152,751 ordinary shares (the “Green Shoe Option Shares”)