PWC Valuation Methodology Survey 2015

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7th edition Southern Africa West Africa East Africa
Africa: A closer look at value

Valuation methodology survey
2014/15
http://www.pwc.co.za/valuation-survey
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Africa: A closer look at value

Valuation methodology survey
2014/15
Africa: A closer look at value Valuation methodology survey 2014/15
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Contents
Section 1: Foreword 2
Section 2: Investor interest in Africa:

Challenges and opportunities 10
Section 3: Southern Africa 36
Section 4: West Africa 92
Section 5: East Africa 140
Section 6: Infrastructure 188
Section 7: Appendices 200
PwC Corporate Finance | 1

Foreword
Section 1:
Foreword
22 | Africa:
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Foreword
Contents
Foreword 4
Key contacts 6
PwC in Africa 8
PwCPwC
Corporate
Corporate
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Finance |3 3
Foreword
PwC Corporate Finance is pleased to present the seventh edition of the biennial Valuation
Methodology Survey. For the first time, in the previous edition of the survey, we included
a perspective from our colleagues in East and West Africa. In this edition, we broadened
the reach of the survey to include Francophone Africa and the survey now represents a
wider view across the African continent.
Since our previous survey, interest in Africa as an investment destination has continued
to grow, with the continent often viewed as an investment market with the potential
for significant growth and superior returns. In the current year, we wanted to test
our respondents experiences around their activities in Africa and as a result included
questions sampling:
The level of investor activity in Africa outside respondents home markets;

The countries within Africa that attracted the most investor interest;
The industries targeted as investor interest in Africa matures;
How respondents deal with issues around country risk in Africa; and
The challenges associated with negotiating value in Africa.

The focus in Africa is now on finding the right
partnership or local participation model
100% ownership with remote management is

no longer seen as a viable option.
Simon Venables
PwC Deals Leader, sub-Saharan Africa
4 | Africa: A closer look at value Valuation methodology survey 2014/15

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Foreword
The lack of market data, valuation inputs and research normally required to perform
investment evaluation and analysis remains one of the key challenges to doing business
in Africa. As a result the survey continues to focus on the technical valuation questions
and data that will provide investors with a starting point for investment analysis in
African markets.
Areas covered include:

The most frequently used valuation methodologies;
The calculation of cost of capital;
Preferred market multiples; and
Discounts and premiums.
We trust that you will find these insights both informative and thought provoking. The
sections on East and West Africa have improved in the current survey in terms of both the
number of respondents and depth of questions and should provide a better view of these
regional markets.
This survey represents the views of 77 financial analysts and corporate financiers 35
in Southern Africa, 19 in East Africa and 23 in West Africa. We would like to thank all
respondents for their valued contribution and the time and effort taken to participate in
the survey. Thank you also to the teams in Nairobi, Lagos, Accra, Johannesburg, Abidjan,
Paris, Cape Town and Ebne that assisted with the compilation of the survey.
We trust that the survey will continue to be of benefit to readers and contribute to the
development of valuation practice in the wider African market. We look forward to
feedback from our respondents and readers to be incorporated in the 2016/17 edition of
the survey.
PwC Valuation & Economics team

31 January 2015

Key contacts
Southern Africa
Jan Groenewald
Valuation & Economics Leader
Southern Africa
[email protected]
Matthew Human
Valuation & Economics
Southern Africa
[email protected]
East Africa
Tibor Almassy
Deals Leader
East Africa
[email protected]
Terry Kimundi
Advisory Transactions
Kenya
[email protected]

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Key contacts
West Africa
Andrei Ugarov
Corporate Finance
Nigeria
[email protected]
Gbolahan Ashagbe
Corporate Finance
Nigeria
[email protected]
Francophone Africa
Franoise Gintrac
Valuation & Business Modelling
France
[email protected]
Cdric Lemaire
Valuation & Business Modelling
France
[email protected]

PwC in Africa
PwCs African footprint
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Guinea Bissau
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Africa

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PwC in Africa
Wherever you do business in Africa,
were there for you.
We know that value goes beyond a single

engagement or a single result. Value is defined by
a relationship one that is born of an intelligent,
engaged, collaborative process. With our African
network, our people and experience, were ready
to help you realise that value wherever you do
business.
With more than 400 partners and over 9 000 staff

in 34 countries, PwC is the largest provider of
professional services in Africa. This means that
were able to provide our clients with seamless
and consistent service, wherever they do business
on the continent. Our in-depth knowledge and
understanding of African operating environments
enables us to offer tailored tax, assurance and
advisory solutions for every business challenge.

Section 2
Investor interest in Africa:
Valuations in Africa
Challenges and opportunities
10 | Africa:
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Introduction 12
Deal activity in Africa 14
Valuations in Africa 29
PwC
PwCCorporate
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Introduction

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In response to the increased investor interest in Africa since the 2008 global financial
crisis, our 2012 survey explored our respondents perceptions of investment in Africa
and the difficulties in doing valuations on the continent.
Over the past two years, investor interest in Africa has gained momentum. A flood
of publications has appeared exploring the macro-economic drivers behind Africas
growth, the attractiveness of various countries, Africas increased prosperity and the
ease of doing business on the continent. Most global advisory firms have opened Africa
desks in their key markets to assist their clients in Africa.

Investment into Africa happens for different
reasons depending on the investor groups. Aside
from large infrastructural and natural resources
investments, consumer product companies have a
strong eye on the continent. Geopolitical unrest
in parts of the world and also political instability
in some of the emerging countries will make
investors more cautious and this may counter the
unrivalled promise of growth. Investors will weigh

this into their valuations.
Cornelis Smaal
Global Head of Corporate Finance, PwC
In this survey, we wanted to test dealmakers perspectives on investment in Africa and

not further explore the well-documented story of Africas rising. Our focus was on testing
the development of investor interest in Africa by benchmarking respondents views in the
2012 survey to the current edition. For example, we surveyed:
General deals activity in African markets;

The number of deals respondents have worked on outside their home markets;
The countries that attracted the most investor interest;
The industries that are attracting the most investor interest in Africa;
The reasons for increased investor interest in Africa;
The purpose of valuations in African markets; and
The challenges faced in performing valuations in African markets.
In this section, we provide feedback on these topics from survey respondents across the
continent. The statistics discussed in this section therefore represents a consolidated
picture of East Africa, West Africa (including Francophone Africa) and Southern Africa.

Deal activity in Africa

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General level of deal activity in Africa
Q: In how many deals on the African continent were you and/or your team
involved over the past 24 months?
5 or fewer than 5
6 10
11 15
16 20
More than 20
Figure 2.1 Opportunities explored on the African continent over the past 24 months
5 or fewer 6 10 11 15 16 20 More than 20
2%
23% 4% 6%
27%
7% 2014
2012
39% 49%
9%
34%
The results clearly indicate an increase in activity across Africa. In 2012, around 12% of
respondents had considered more than 10 transactions. This number increased to 39% in
2014 and may also be a result of the general improvement in deal activity post the 2008
recession. The next question supports this statement as deal activity appears to be driven
by activity in home markets.
The increase in deal activity in Africa from 2012 to 2014 is most

pronounced in the Southern African market.

General level of deal activity in Africa
Q: During the past 12 months, how many valuation-related opportunities

did you/your team investigate in African markets, outside your home
country?
None
15
6 10
11 15
16 20
More than 20
Figure 2.2 Valuation-related opportunities investigated in African markets outside home

country
0 15 6 10 11 15 16 20 More than 20
3%
5%
14% 2%
6% 4% 6% 8%
17%
2014
2012
39% 41%
55%

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In the UK, we have seen a significant upsurge in
interest in sub-Saharan Africa. The phrase Africa
rising is heard frequently and there are many events
around London about investing in the continent.
However, at this stage I sense that many investors are
still standing on the sidelines uncertain about the

risks and potential rewards.
Paul Cleal
Africa Business Group Leader, PwC UK
Increased deal activity in advisers home markets may highlight the need
for local knowledge in assessing African opportunities.

Origin of potential investors in Africa
In our next question, we tested respondents views on the main sources of investor
interest in African markets.
Q: Based on your experience, rate the level of investor interest in Africa from
each of the following destinations.
EU
US
Brazil, Russia, India and China (BRIC)
South Africa
Other African countries
Figure 2.3 Level of investor interest in Africa
1 Low interest 2 3 4 5 High interest
Other African countries 18% 18% 30% 25% 9%
South Africa 4% 20% 40% 36%
BRIC 9% 13% 11% 31% 36%
US 9% 22% 38% 21% 10%
EU 5% 9% 30% 40% 16%

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The responses to this question confirm a high level of interest in transactions on the
continent from all regions included in our question. South Africa, the EU and the BRIC
countries recorded the highest score for investor interest in African markets. The US
and remainder of the African continent recorded the lowest score, but still indicated a
significant level of interest in investment in the continent.
Results show a high level of investor

interest in African markets from investors
from all regions.

Countries of choice for potential investors
In order to test which African countries attracted the most investor interest, we asked
respondents which countries they had worked in over the last two years. In analysing
responses, we excluded each respondents home market from the results for that region.
For example, for South African respondents we excluded South Africa from their
responses and looked at the next top five markets in which they had worked.
Q: Please indicate all of the countries in Africa in which you/your team have
performed valuation work during the last 24 months.
Figure 2.4 Top five countries in which work was done in the last 24 months
Southern East West Total
22
21 21
19 19
17
16
11 11
10
9
8
7
4 4
1 1 1 2
Ghana Nigeria Tanzania Mauritius Zambia
Ghana, Nigeria, Tanzania, Mauritius and Zambia were the top five countries in which
the most respondents had done work over the past 24 months. It should be noted that
the level of activity in the top 15 countries identified by respondents was very similar, as
shown in the table that follows.

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In addition to the traditional investment

destinations, namely countries with huge
natural resources or significant infrastructure
projects (such as the DRC, Angola or Algeria),
there is an increasing interest in geographies
that can offer a significant market for industrial
products, consumer goods and services.
Considering the current weakness in regional
integration, investors target countries with
significant domestic markets such as Nigeria,
South Africa, Ghana, Kenya or Algeria.
Destinations providing political stability and
sound financial organisation such as Morocco or

Cte dIvoire are also favoured.
Philippe Couderc
Transactions Partner Coordination, PwC Maghreb
& Francophone Africa

Countries of choice for potential investors
Top 15 non-home countries in which work was done in the last 24 months
Country Number of respondents

Ghana 22
Nigeria 21
Tanzania 21
Mauritius 19
Zambia 19
Mozambique 18
Botswana 16
Kenya 16
Zimbabwe 16
Uganda 15
Namibia 14
Cte dIvoire 13
Rwanda 11
South Africa 11
Democratic Republic of Congo 9

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Different regions offer different dynamics.
The East African region is very much seen as
an advanced market in terms of institutional
frameworks, but also dominated by a Kenya-
centric hub approach. In the longer term,
upcoming markets such as Ethiopia will become
the new favourites and the investment flows
between the Middle East and East Africa will

continue to be a major driver.
Tibor Almassy
Deals Leader, PwC Africa East Markets
Respondents reported a high level of activity in most major markets

across East Africa, West Africa and Southern Africa.
As a next step, we wanted to determine the most popular target industries in Africa.

Industries of choice for investors in Africa
Q: Please indicate the industries in which the African target companies you
have valued generally operate.
Financial services
Information technology and telecommunications
Mining
Oil & gas
Retail & consumer goods
Industrialised products
Infrastructure and construction
Agriculture, hunting and forestry
Hospitality
Electricity and water supply
Figure 2.5 Industries in which target companies generally operate
Southern East West

Financial services
Electricity & water supply Information technology
& telecommunications
Hospitality Mining
0.5
Agriculture, hunting & forestry 1.0 Oil & gas

1.5
2.0
2.5
Infrastructure & construction Retail & consumer goods
Industrialised products

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Clients are looking for longer-term potential
growth and areas where they can get a step
ahead of the competition. Thats why the
idea of investing in Africa attracts them.
Whereas in the past Africas story from a
business perspective was largely about natural
resources, the opportunities driven by an

emerging middle class are much wider.
Paul Cleal
Africa Business Group Leader, PwC UK
As expected, the level of activity by industry differs between regions, but in our latest
survey, we noted a wider spread of target industries. This may be an indication of the
increase in investor interest as the profile of investors has also widened.
The financial services sector remains a key focus area for all markets and produced the
top score in all regions. Traditional regional strengths in various industries were also
highlighted in the responses with mining in Southern Africa, hospitality in East Africa
and retail and consumer goods in West Africa recording the second highest scores.
The healthcare sector, which was not included in our original industry
list, was highlighted as a target industry by respondents in the East
African and Southern African regions.

Reasons for increased investor interest in
Africa

Most African countries have GDP growth rates western

countries can only dream of. That, coupled with a
large population base and a growing middle class,
means Africa cannot be ignored. This is supported by
the fact that historically, investors in Africa came to
extract and export. We are now seeing more companies
(both local and foreign) moving into manufacturing
and value-add services to create products for domestic
consumption. Africans are big spenders. The success
of pan-African telcos, cement companies and banks
clearly shows Africa is a market, an underserved
market with high demands. We expect this to continue.
Investors are just beginning to scratch the surface. This

means superior returns for now.
Farouk Gumel
Advisory Leader, PwC Africa West Markets
The reasons for investor interest in Africa have been well researched and documented,
but we wanted to test respondents perceptions of the drivers of that interest, so included
the question that follows.

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Q: Please indicate how much you agree with each of the following as possible
reasons for this increased interest on a scale from 1 to 5 where 5 is I
strongly agree and 1 is I strongly disagree.
African companies have greater growth expectations

Financial reporting standards have improved
For African companies, the return expectation relative to risk has improved in
recent years (lower investment risk due to reforms in political and economic
systems)
Investors are feeling the need to diversify away from low-return markets
The quality of economic data and company information have improved,
facilitating potential transactions
Figure 2.6 Reasons for increased investor interest in African companies
Strongly disagree Disagree Neutral Agree Strongly agree
African companies have

greater growth expectations 7% 5% 6% 39% 43%
The need to diversify away

from low return markets 3% 8% 14% 49% 26%
Improved quality of economic

data and company information 2% 26% 43% 26% 3%
facilitates potential transactions
An improvement in nancial
7% 31% 36% 21% 5%
reporting standards
Lower investment risk due

to reforms in political and 6% 30% 47% 16% 1%
economic systems

Figure 2.6 highlights the fact that there is a strong perception in the market that
companies in Africa have greater growth expectations than those in other markets. Most
respondents (82%) agree or strongly agree that growth is the primary driver of investor
interest in African markets. In addition, there is a strong drive to diversify away from
low-return markets, with 75% of respondents agreeing or strongly agreeing with this
statement.
On a secondary level, the improved risk profile of African markets, better quality
information and improved financial reporting standards were not considered to be
significant drivers of investor interest in African markets.
The importance of growth as the primary

driver of investor interest in Africa is
more pronounced now than in our
previous survey.

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Performing valuations in developing economies presents different challenges to
performing them in those that are developed. In our survey, we asked specific questions
about performing valuations in Africa, such as what the general purpose of valuations is
and how respondents manage the difficulties of doing valuations in Africa.
Q: Which of the following best describe the contexts of valuations performed

by you and/or your team in Africa, over the last 24 months?
Transactions related involving an African target for an African investor in

the same country
Transactions related involving an African target for an African investor
cross-border
Transactions related involving an African target for a non-African investor
(cross-border transaction)
Analysis of investments
Internal restructuring
Financial reporting (impairment testing, PPA allocation)
For regulatory purposes, including taxation
Figure 2.7 Purpose of valuations
Southern East West
Transactions involving an African target for

an African investor in the same country
0.25
0.20
For regulatory purposes, Transactions involving an African
0.15 target for an African investor
including taxation
0.10 cross-border
0.05
Financial reporting Transactions involving an African

(impairment testing, target for a non-African investor
PPA allocation) cross-border
Internal restructuring Analysis of investments

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The results indicate that the majority of valuations are still performed for the analysis
of potential investments. In terms of valuations performed for transaction purposes, we
noted a more even distribution of valuations performed for investors from respondents
home countries, other African markets and non-African investors. This may be a result of
the increased investor interest.
West Africa appears to be the investment destination of

choice for non-African investors as the region recorded
the highest number of valuations performed for non-
African investors.

Difficulties in performing valuations in Africa
Emerging markets all have their own unique valuation challenges. Large gaps in buyer
and seller expectations and worse than expected performance are some of the issues that
potential investors face in emerging markets.

Many discussions raised in sell-side advisory focus on
the potential growth as opposed to historical earnings.
This, combined with the availability of few comparable
companies, transactions of similar nature and limited
market/financial information imply both buyers and
sellers are often considering what potential future
benefit they are prepared to pay for or forego when

contemplating transactions.
Simon Venables
PwC Deals Leader, sub-Saharan Africa
The root causes of valuation issues in emerging markets resulting in these problems may
include:
Uncertainty about future growth, market demand, distribution channels to be used

and future actions of competitors. This could be compounded by a lack of research
data on potential markets, especially at an industry level;
Few comparable listed companies that can form a base for valuation analysis and
limited liquidity and breadth in local stock markets; and
Increased investor interest in emerging markets, resulting in significant competition
for assets in these markets and consequent increases in pricing with sellers that have
several alternatives available to them.

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Q: When performing valuations in Africa, how much do you agree with the
following as being challenges you encounter?
Difficulty in accounting for country risk
Inability to find appropriate comparable companies
Lack of consistency in accounting standards
Lack of industry data
Lack of macroeconomic data
Quality of available financial information
Figure 2.8 Common challenges to performing valuations
Southern East West

Difculty in accounting
for country risk
Quality of available Inability to nd appropriate

nancial information comparable companies
0.5
1.0
1.5
2.0
Lack of local 2.5 Lack of consistency in
macroeconomic data 3.0 accounting standards
3.5
Lack of industry data
Respondents highlighted that the lack of data, both about comparable companies that
could provide valuation benchmarks in a valuation analysis, as well as industry data (for
example about market demand, the competitive environment and growth expectations)
that could support cash flow forecasts, as the main difficulties in doing valuations in
emerging markets.

Lack of market information
As mentioned, the main challenges regarding emerging market valuations concern the
lack of industry data and the inability to find comparable companies. This is as a result of
a lack of active markets, which generally has one of two causes:
The general illiquidity of secondary markets in some emerging economies; or

A limitation in the breadth of active secondary markets in emerging economies.
In some emerging markets, active secondary markets and exchanges are not present
or those that are present are so limited that the valuer is unable to gain much use from
them.
In addition, in some emerging economies active markets are present, but the breadth of
the markets is limited. As a result, the valuer may not be able to find suitable comparable
companies to use in his or her analysis.

The organised formal sector is very young. The
deal space is still finding its feet in most cases. This
creates a very wide expectation gap between buyers
and sellers when it comes to growth projections.
Buyers always take a less aggressive stance to
growth projections when compared to sellers.
Sellers, who in most cases are entrepreneurs, are
more bullish.
In many transactions, the lack of historical
precedents also makes it difficult to agree a starting
point. In most cases there is no right or wrong
answer. The market is fast paced, making change
a constant. We believe as the market matures with
more comparables/historical precedents, more deals

will close.
Farouk Gumel
Advisory Leader, PwC Africa West Markets

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Q: When valuing a business in Africa and selecting comparable companies

that operate in developed markets, what adjustments, if any, do you
typically make to the developed country companys multiple?
I make no adjustments to the multiple

I apply a discount to the developed country companys multiple
I apply a premium to the developed country companys multiple
Figure 2.9 Adjustments made when selecting comparable companies that operate in
developed markets
Southern East West
11%
11%
17%
I apply a premium to the developed country companys multiple
78%
79%
52%
I apply a discount to the developed country companys multiple
11%
11%
30%
I make no adjustments to the multiple
When there are not sufficient comparable companies in the same industry and country,
most respondents would still maintain a market approach, but would expand their
sample to include other countries and/or other industries. When expanding into other
countries, further subjectivity is added to the valuation as country risk adjustments are
often required for valuations, using multiples derived from, for example, developed
markets abroad.
Further details about adjustments made to comparable companies

observed multiples are included in the detailed technical sections for
each of the regions in Sections 3, 4 and 5 of this publication.

Section 3:
Southern Africa
Southern Africa
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Contents
Valuation approaches 38
Income approach 40
Cost of capital 41
Cost of equity 42
Southern Africa
Risk-free rate 44
Beta 46
Equity market risk premium 48
Small stock premiums 50
Specific risk premiums 56
Country risk premiums 62
Gearing 65
Terminal value 66
Market approach 68
Choice of multiples 69
Adjustments to multiples 70
Country risk adjustments 72
Size adjustments 74
Discounts and premiums 75
Minority discounts 76
Control premiums 80
Marketability discounts 84
BEE considerations 88
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Valuation approaches
There are a number of methodologies used to value businesses. We have previously
found that the approaches most commonly used in Southern Africa are:
The income approach (discounted cash flow approach)

This approach determines the market value of the ordinary shares of a company
based on the value of the cash flows that the company can be expected
to generate in the future. This includes traditional discounted cash flow
techniques and also real option valuations, which use option pricing models to
measure the value of assets that share option characteristics.
The market approach (market multiple approach)

Southern Africa
This gauges the market value of the ordinary shares of a company based on
a comparison of the company to comparable publicly traded companies and
transactions in its industry, as well as to prior transactions in the ordinary
shares of the company using an appropriate valuation multiple.
The net assets approach

This evaluates the market value of the ordinary shares of a company by
adjusting the asset and liability balances on the companys balance sheet to
its market value equivalents. The approach is based on the summation of the
individual piecemeal market values of the underlying assets less the market
value of the liabilities.
The aim of this section is to highlight the most popular valuation approaches being
used in business enterprise valuations in Southern Africa. We were particularly
interested in determining whether any changes have taken place in the choice of
approaches followed by market participants since our previous survey in 2012.

Q: Which of the following valuation approach do you prefer to value a

going concern?
Income approach (discounted cash flow)

Market approach (e.g. price/earnings ratio)
Net asset approach
The primary valuation approaches remain the income approach (discounted cash
flow) and market approach (based on market multiples). The general indication from
respondents is that the income approach remains the primary valuation methodology,
used by 69% of respondents, while the market approach also remains an important
methodology, with 29% of the respondents using it as their preferred approach.
Southern Africa
In the South African market, where there are relatively few listed companies that can
be used as a reliable source for market multiples, it is perhaps not surprising that the
income approach continues to remain the most favoured methodology.
We also asked respondents whether they apply a secondary methodology. Of those

respondents who use the income approach as the primary methodology, 96%
confirmed using the market approach as the secondary method of choice.
Of the responses confirming the market approach as the primary methodology for
valuing going concerns, 80% confirmed using the income approach as the secondary
method of choice.
Industry-specific multiples, such as value measured relative to assets under

management, adjusted present value techniques and production-related metrics were
also offered as alternatives to the standard income and market approaches used as
examples in the survey.
While the income approach remains the most popular

approach, valuation practitioners seldom use only one
approach to valuing businesses.

Income approach
Southern Africa

Cost of capital
From a companys perspective, the weighted average cost of capital (WACC) represents
the economic return (or yield) that an investor would have to give up by investing in the
subject investment instead of all available alternative investments that are comparable in
terms of risk and other investment characteristics.1
WACC formula
The general formula for calculating the WACC (assuming only debt and equity capital) is:
WACC = kd x (d%) + ke x (e%)
Southern Africa
where:
WACC = Weighted average rate of return on invested capital

kd = After-tax rate of return on debt capital
d% = Debt capital as a percentage of the sum of the debt and ordinary equity capital
(total invested capital)
ke = Rate of return on ordinary equity capital
e% = Ordinary equity capital as a percentage of the total invested capital
There are three related steps involved in developing the WACC:
Estimating the opportunity cost of equity financing;

Estimating the opportunity cost of non-equity financing; and
Developing market value weights for the capital structure.
1 Pratt, S and Niculita, A. Valuing a Business. McGraw-Hill, 2008.

Cost of equity
Estimating the cost of equity is the most subjective and difficult measure to quantify in
the WACC formula, which is why we have dedicated a substantial part of this survey to
this issue.
There are two broad approaches to estimating the cost of equity:
Deductive models
Deductive models rely on market data to determine an imputed cost of equity.
Risk-return models
The capital asset pricing model (CAPM) is probably the most widely used of the risk-
Southern Africa
return models.
CAPM formula
E(Re) = Rf + x E(Rp)
where:
E(Re) = Expected rate of return on equity capital

Rf = Risk-free rate of return
= Beta or systematic risk
E(Rp) = Expected market risk premium: expected return for a broad portfolio of shares
less the risk-free rate of return
While the CAPM is popular, it is not perfect. A key criticism raised against the CAPM is
its inability to account for several equity returns, such as the small firm effect (whereby
smaller companies exhibit higher returns) and the value effect (whereby companies with
low ratios of book-to-market value have higher expected returns). One response to this
empirical questioning is to move away from the traditional CAPMs linear, stationary, and
single-factor features.
Given the competing views between deductive models and risk-return models, we
included a question in our survey to determine what methodologies are being used by
market practitioners.

Q: In calculating an appropriate rate of return to apply to the future cash

flows, which of the following methods are being used?
Arbitrage pricing theory (APT)

Capital asset pricing model (CAPM)
Deductive models (such as dividend growth models and HOLT)
Figure 3.1 Methods used to calculate the rate of return for future cash flows
Southern Africa
Always Frequently Sometimes Never
86% 11% 3%
17% 83%
11% 49% 40%
Survey responses relating to the assumptions made in the application of the CAPM are
included in the section that follows.
The 2014/15 survey once again confirms both the CAPM as the primary
methodology, with all respondents stating that they always, frequently
or sometimes use it, as well as the preference for risk-return models over
deductive models.

Risk-free rate
Ordinarily, valuation practitioners estimate the cost of equity by assessing its component
parts using the CAPM.
In South Africa, various government bonds are available as a proxy for the risk-free rate
and we asked respondents to indicate their choice of proxy.
Q: When performing valuations in South Africa, how often are the following
used as a benchmark for the risk-free rate?
R201 Bond (maturity date: 21/12/2014)

Southern Africa

Figure 3.2 Benchmarks used for the risk-free rate
7%
RSA R157 Bond
5%
RSA R203 Bond
12%
RSA R207 Bond
33%
RSA R186 Bond
10%
RSA R208 Bond
33%
Other

Interestingly, the R186 has increased significantly in popularity, with 33% of the
respondents using the R186 as their benchmark rate. However, while the use of the R186
has increased relative to other government bonds, the other category has also increased
significantly. Most respondents in the other category use 10-year bond yields derived
from the yield curve, indicating a move away from a specific government bond to the use
of a yield curve.
Southern Africa
While the R186 is the preferred

government bond, our findings show an
increased preference for a 10-year bond
yield derived from a yield curve.

Beta
Beta typically measures the sensitivity of a share price to fluctuations in the market as a
whole. It is calculated by regressing individual share returns against the returns of the
market index.
Analysts often do not use raw data (e.g. share prices and share returns) to estimate beta
based on their programmed regression algorithms, but rather subscribe to information
systems and databases as sources for betas. We asked respondents to indicate which
service providers they use most often.
Q: When performing valuations in Africa, how often do you make use

Southern Africa
of the following service providers as a source of information for beta

calculations?
Bloomberg
Cadiz Financial Risk Services
In-house calculation/research
McGregor BFA
MSCI Barra
Reuters
Capital IQ
Figure 3.3 Service providers used to source betas
2014 2012 2010
McGregor BFA
Capital IQ Bloomberg
0.5
1.0
1.5
2.0
MSCI Barra Cadiz Financial Risk Services
In-house calculation/research Reuters / Factiva

Bloomberg continues to be a popular source for beta estimates. Capital

IQ was offered as an option in this years survey, and came out as being
another popular source for beta estimates, closely tracking McGregor and
Cadiz. The move towards in-house beta calculations observed in the last
survey was also confirmed.
Another key issue relating to the beta calculation is the choice of market index. In
practice, there is no index that accurately measures the total return of the market
portfolio. We asked respondents which index they use as a market proxy.
Southern Africa
Q: When performing valuations in the South African market, how often
would you consider each of the following to be an appropriate market
index to use as a market proxy for a beta calculation?
ALSI
FINDI
MSCI World
Figure 3.4 Market proxies used for beta calculations in the South African market
2014 2012 2010 2007

ALSI
Other FINDI
0.5
1.0
1.5
2.0
2.5
MSCI World
The most popular index remains the ALSI, with most respondents using
the ALSI either frequently or always.

Equity market risk premium
The market risk premium is the single most debated input in a cost of capital calculation.
The three broad approaches to estimating a market risk premium include the historic
equity bond spread, the survey approach and an implied forward approach.
Historical
The historical approach is the most widely used approach to estimating equity risk
premiums. It is based on the assumption that in a well-functioning market, arbitrage will
ensure that required and achieved returns should be equivalent.
The actual returns earned on stocks over a long time are estimated and compared to the
Southern Africa
actual returns earned on a default-free (usually government) security. The difference, on

an annual basis, between the two returns is calculated and represents the historical risk
premium.
There are several issues related to the use of this approach in estimating risk premiums.
The suitability of the approach depends on whether investor expectations are influenced
by the historical performance of the market and whether market conditions and
expectations change over time. In some markets the availability of data may be limited or
unreliable. This is an issue particularly for emerging markets.
Survey approach
The survey methodology is based on the opinions of market participants. There are
several issues with this approach. As with most forecasts, survey risk premiums are
responsive to recent stock price movements. It is therefore possible that survey premiums
will be a reflection of the recent past rather than a good forecast of the future. Survey
results may also be influenced by the subjective manner in which questions regarding
market risk premiums are posed to respondents.
Forward-looking estimate
A forward-looking estimate of the premium is estimated using either current equity
prices or risk premiums in non-equity markets. The discounted cash flow approach
uses pricing of assets to infer required return or uses actual or potential dividends on an
index to calculate required return. This approach will not generate a correct estimate if
companies do not pay out what they can afford to in dividends or if earnings are expected
to grow at extraordinary rates in the short term.
We asked respondents what range of market risk premiums they typically apply.

Q: Please specify the range of equity market risk premiums applied when
you use the CAPM? Please ignore discounts (e.g. marketability discounts),
premiums (e.g. control premiums) and the size premiums for small
companies, which will be addressed later in the survey.
Figure 3.5 Range of equity market risk premiums used in the CAPM
Range Average
Southern Africa
10%
8%
6.8%
6% 5.4%
4%
2%
12%
0%
Low High
Average market risk premium
Low High
2014 5.4% 6.8%
2012 4.7% 6.6%
Second and third quartiles

Low High
2014 2nd quartile 5.5% 6.5%
2014 3rd quartile 5.5% 7.0%
The market risk premium ranges from 4% to 10% with the average
used in South Africa ranging between 5.4% and 6.8%. Interestingly, the
range of market risk premiums has narrowed in our latest survey.

Small stock premiums
In computing an equity risk premium to apply to all investments in the capital asset
pricing model (CAPM), we are assuming that betas carry the weight of measuring the
risk in individual firms or assets, with riskier investments having higher betas than safer
investments. A number of studies, such as the data contained in the annual Duff & Phelps
Valuation Handbook, have shown that investments in small companies may experience
higher returns than those predicted by the standard CAPM approach.
In theory, the CAPM would suggest a higher required return for small companies through
a higher beta for such companies. The higher betas for small companies can be caused
by higher operational and financial leverage, limited access to funding and other factors
Southern Africa
making them more vulnerable to general market fluctuations.
However, the higher betas do not seem to fully explain the higher returns historically
achieved by smaller companies. Some have interpreted this as an indication that there
are other risks associated with small companies that the CAPM does not address. To
adjust for this finding, many practitioners add an additional premium to the cost of
equity of companies with smaller market capitalisation.
With various studies both supporting and refuting the notion of the small capitalisation
premium, we asked respondents whether they apply a small stock premium (SSP) in the
course of their valuation analysis.

Q: Do you adjust the CAPM rate of return by a premium that reflects the
extra risk of an investment in a small company?
Yes
No
Figure 3.6 Use of small stock premiums
Yes No
Southern Africa
14%
26%
2014
2010
86% 74%
30% 28%
2012 2007
70% 72%
The number of respondents considering a small stock premium has

remained relatively stable over the years, with the majority favouring
the application of a small stock premium.

Q: When adjusting for small stock premiums, how often do you adjust each
of the following factors?
Beta
Overall expected rate of return on equity capital
Figure 3.7 Adjustments made for company size

Southern Africa
2014 2012 2010 2007
Beta
0.5
1.0
Overall expected rate of 1.5 Equity market risk premium

return on equity capital
2.0
2.5
When applying an adjustment for company size, most respondents make

an adjustment to the overall cost of equity.

As the next step in the survey, we wanted to determine the methodology used to effect
the adjustment for company size.
Q: Do you adjust by multiplying a factor (i.e. CAPM ke x {1+SSP}) or adding

a factor (i.e. CAPM ke + SSP)?
Multiplying
Adding
Southern Africa
Figure 3.8 Small stock premium inclusion methods
Adding Multiplying
14%
18%
2014
2010
86% 82%
26% 29%
2012 2007
74% 71%
Of the respondents that make size adjustments, most respondents add a

small stock premium to the cost of equity.

Q: What is the benchmark small stock premium applied, given the expected
size of the company or entity?
Figure 3.9 Small stock premiums applied additively
Range Average 2014 Average 2012 Average 2010
16%
14%
Southern Africa
12%
10%
8%
6.5%
6% 5.2%
3.8%
4%
2.3%
2% 1.5%
0.7%
0%
0 250 251 500 501 1 000 1 001 1 500 1 501 2 000 2 001+
Rm
Average stock premium: Adding2
Rm 0 250 251 500 501 1000 1001 1500 1501 2000 2001+
2014 6.5% 5.2% 3.8% 2.3% 1.5% 0.7%
2012 6.7% 4.4% 2.8% 1.7% 0.9% 0.1%
2010 4.9% 3.7% 2.8% 1.3% 0.7% 0.1%
2007 5.2% 4.0% 2.7% 1.7% 1.3% 0.4%
2 In this years survey, the clear majority of respondents indicated they apply an additive premium, with very
few applying a multiplication approach. Given the small sample size, data relating to the multiplication
approach has therefore not been included.

Southern Africa

Specific risk premiums
A key attribute of the CAPM is that investors are rewarded only for systematic risk.
Specific risks that are theoretically diversifiable are not included in the CAPM. Standard
finance theory states that investors should be compensated only for non-diversifiable
risks.
Given that the application of a specific risk premium (SRP) is not consistent with
the CAPM, we surveyed market practitioners about whether they apply specific risk
premiums, and if so, in what instances. We also asked respondents what premiums are
considered for projects at various stages of development.
Southern Africa
Q: How often do you adjust the CAPM rate of return by a premium that
reflects unique risks to the extent that such risks could not be modelled in
the forecast cash flows?
Always
Frequently
Sometimes
Never
Figure 3.10 Use of a specific risk premium
9% 6%
11% 7%
31% 2014 26% 2010

54%
56%
12%
20%
30% 32%
15%
2012 2007
43% 48%

A marked difference since the last survey is the decrease in the percentage of respondents
who always adjust the CAPM by applying a specific risk premium, which has declined
from 30% to only 6%. However, the majority of respondents frequently apply specific risk
premiums.
No less than 85% of respondents regularly or occasionally consider an

adjustment to the CAPM, which demonstrates that although the use
of a specific risk premium is not supported by the CAPM and financial
theory, specific risk premiums are widely used in practice.
Southern Africa
Q: How often would each of the following conditions require you to apply a
specific risk premium, also referred to as alpha?
Dependence on key management

One key customer or supplier
Lack of track record
Significant growth expectations
Start-ups
Turnaround businesses
Figure 3.11 Specific risk factors
Turnaround businesses One key customer or supplier
0.5
1.0
1.5
Start-ups 2.0 Lack of track record
2.5
Signicant growth expectations

Respondents indicated that most of the factors listed would at some time
be considered as motivation for the inclusion of a specific risk premium.
Q: Do you adjust by multiplying a factor (i.e. CAPM ke x {1+SRP}) or

adding a factor (i.e. CAPM ke + SRP)?
Multiplying
Southern Africa
Adding
Figure 3.12 Specific risk premium inclusion methods
Adding Multiplying
11%
21%
2014
2010
89% 79%
25%
36%
2012 2007
64% 75%
Most respondents adjust the overall expected return on equity capital by adding a
premium. This is consistent with the results of previous surveys.

Figure 3.13 Specific risk premiums applied additively
Range Average
20%
Southern Africa
15%
10%
7.3%
5%
1.7%
0%
Low High
Range Average
Average specific risk premium: Adding3
Low High
2014 1.7% 7.3%
2012 2.7% 7.7%
2010 2.0% 7.0%
2007 2.0% 6.0%
The results indicate that valuation practitioners consider a very wide

range of specific risk premiums, which range on average between 2%
and 7% when applied additively.

In order to eliminate any outliers in the first and fourth quartiles, the second and third
quartiles have been calculated and are shown below. As can be seen, we considered
the average range falling between the second and third quartiles. The lower end of the
specific risk premium falls between 1% and 3%, and the upper end between 7% and 10%.
Second and third quartiles: Adding
Low High
2014 2nd quartile 1.0% 7.0%
2014 3rd quartile 3.0% 10.0%
Southern Africa
Specific risk premiums are used for a wide variety of reasons, with the upper end of the
range likely to be dominated by hurdle rates used to appraise very high-risk projects. The
wide range of specific risk premiums added to the CAPM is therefore likely to be a result
of the variety of risks that specific risk premiums aim to address.

Q: One instance where specific risk premiums are sometimes applied is

where the company is considered to be a start-up. If you apply a specific
risk premium for start-up companies, what percentage would you
normally apply, assuming you are adding the premium to the cost of
equity?
0 1.9%
2.0 3.9%
4.0 5.9%
6.0 7.9%
8.0 10.0%
Southern Africa
Figure 3.14 Specific risk premiums for start-up companies
0% 1.9% 2.0%3.9% 4.0%5.9% 6.0%7.9% Greater than 8%
3%
10%
29%
10%
48%
2014 42%
2012
24%
20% 14%
More than half of respondents apply a premium of greater than 6%.

However, there is still a wide range of premiums applied, suggesting that
specific risk premiums are highly asset specific.

Country risk premiums
When valuing businesses in emerging markets, it is critical that a prospective investor

assesses and quantifies the risks inherent in investing in different sovereign territories.
We asked respondents how they account for country risk in their valuations.
Q: How do you generally adjust for country risk when valuing an asset in
a country where no reliable long-bond yield (i.e. risk-free rate) can be
observed?
Adjusting the cash flows

Southern Africa
Calculating a local discount rate using a US-dollar or euro-based risk-free

rate and adding a premium for local country risk and inflation
Other
Figure 3.15 Country risk premium inclusion method
2014 2012
Adjusting the cash ows
0.5
1.0
1.5
Other Calculating a local discount
2.0
rate using country risk premium
2.5
3.0
The survey results indicate that country risk differentials are recognised
mainly through adjusting local discount rates with a country risk
premium. This is consistent with the results in previous surveys.

Given the level of activity in countries with limited capital market data, we asked our
respondents some additional questions regarding how they determine their country risk
adjustments.
Q: How often are each of the following service providers used as a source of
information for country risk premium?
Damodaran
PRS (Political Risk Services Group)
Southern Africa
CDS (Credit Default Swap)
Coface
Figure 3.16 Country risk premium data sources
Damodaran
Coface PRS (Political Risk

0.2 Services Group)
0.4
0.6
0.8
1.0
1.2
Damodaran is a popular source of country risk premium for

respondents. In-house proprietary models and calculations were also
highlighted as a source for country risk premiums.

The majority of respondents are familiar with the concept of international insurance
against country risk. We asked respondents how they factor in international insurance
against country risk when calculating the discount rate.
Q If international insurance is factored in, how do you adjust the discount

rate?
Excluding any country risk premium in determining the discount rate

Imputing a lower country risk premium in determining the discount rate
Southern Africa
Including the country risk premium in determining the discount rate and
deducting the insurance-related costs from the cash flows
No adjustment made to the discount rate
Not applicable
Figure 3.17 Discount rate adjustment method when factoring in international insurance
Excluding any country risk premium

in determining the discount rate
Not applicable Imputing a lower country risk

premium in determining the
discount rate
0.3
0.6
0.9
1.2
No adjustment made to Including the country risk premium in
1.5
the discount rate determining the discount rate and
deducting the insurance-related costs
from the cash ows
Most respondents impute a lower country risk premium where

international insurance is used to mitigate country risk.

Gearing
Q: Which of the following approaches are used in determining an

appropriate level of debt and equity in the cost of capital calculation?
Average gearing level of the industry in which the entity operates

Theoretical target gearing level of the entity
The acquirers intended levels of gearing for the entity
The entitys actual gearing level at the valuation date
Southern Africa
Figure 3.18 Approaches used in determining the appropriate level of debt and equity
2014 2012 2010 2007

The entitys actual gearing level
at the valuation date
2.0
1.5
1.0
0.5
The acquirers intended levels Theoretical target gearing

of gearing for the entity level of the entity
Average gearing level of the industry

in which the entity operates
As was the case in previous surveys, the theoretical target gearing of the
entity being valued was the approach adopted most frequently.

Terminal value
Another technical issue that frequently arises in the income approach is the question
of terminal values. Terminal values often contribute more than 50% of the discounted
cash flow value. As a result, the terminal value calculation is an area that needs to be
considered in detail.
Q: How often are each of the following approaches used in calculating the
terminal value in a business valuation?
Exit pricing multiple such as EV/EBIT, EV/EBITDA or P/E

Southern Africa
Gordon growth model/capitalised economic income method

Net asset value (NAV) assessments
Figure 3.19 Approaches used in calculating terminal values
2014 2012 2010 2007
Exit pricing multiple such as

EV/EBIT, EV/EBITDA or P/E
0.5
1.0
1.5
NAV assessments Gordon growth model/capitalised
2.0
economic income method
2.5
3.0
The Gordon growth model remains the most popular methodology, with
most respondents using this approach either always or frequently. It is
notable that exit multiples have continued to gain in popularity.

Q: In applying the Gordon growth model/capitalised economic income

method, how often do you base your long-term growth assumption on
each of the following?
Company-specific factors
Consumer price index (CPI)
Consumption expenditure growth
Nominal gross domestic product (GDP) growth
Real GDP growth
Southern Africa
Figure 3.20 Basis used for estimating long-term growth rates
2014 2012 2010 2007
Company-specic factors
Real GDP growth Consumer price index
0.5
1.0
1.5
2.0
Nominal GDP growth 2.5 Consumption expenditure growth
The latest survey results indicate a strong preference for macroeconomic

factors including CPI and GDP growth, but company-specific factors
are also considered by the majority of valuation practitioners, and have
continued to gain in popularity.

Market approach
Southern Africa

Choice of multiples
A number of valuation multiples or valuation benchmarks can be used in the application

of the market approach. This section of the survey tested the frequency of use of a range
of common market multiples.
Q: When using the market approach, how often do you use each of the
following valuation multiples?
Market value of invested capital (MVIC)/revenue

MVIC/earnings before interest, tax, depreciation and amortisation (EBITDA)
Southern Africa
MVIC/earnings before interest and tax (EBIT)
Price/earnings (earnings representing net income after tax)
Price/pre-tax earnings (PBT)
Price/book value of equity (BVE)
Price/earnings plus non-cash charges (CF)
Price/cash flow from operations (CFO)
Figure 3.21 Valuation multiples used
2014 2012 2010 2007
Market value of invested

capital (MVIC)/revenue
Price/cash ow from MVIC/earnings before interest, tax,
operations (CFO) depreciation and amortisation (EBITDA)
Price/earnings plus MVIC/earnings before interest

non-cash charges (CF) 0.5 and tax (EBIT)
1.0
1.5
2.0
Price/book value of equity (BVE) 2.5 Price/earnings (earnings representing
net income after tax)
The price/earnings and EV (enterprise value)/EBITDA multiples are the

most used valuation multiples, according to the respondents.

Adjustments to multiples
Q: If applicable, which of the following adjustments to observed comparable

company multiples would you consider in applying the market multiple
approach?
Country risk
Diversification
Growth
Size
Southern Africa
Figure 3.22 Adjustments to valuation multiples
2014 2012
Country risk
Size Diversication
0.5
1.0
1.5
2.0
Growth
In this years survey, we asked some additional questions to gauge the quantum of the
discounts being applied.

Southern Africa
All respondents indicated that they
consider making adjustments in
determining appropriate multiples in
terms of the market approach..

Country risk adjustments
Q. Assuming you are valuing a business that operates in an emerging

market, but you are using developed market comparable companies to
derive an earnings multiple, what is the range of discounts you would
apply to developed market comparable company multiples to reflect
differences in country risk?
Figure 3.23 Range of discounts applied to developed market comparable multiples to

reflect differences in country risk
Southern Africa
Range Average
50%
40%
30%
20.7%
20%
10% 8.4%
0%
Low High
Range Average
quartiles have been calculated on the next page. As can be seen, we considered the
average range falling between the second and third quartiles. The lower end of the
country risk adjustment is 10%, and the upper end falls between 20% and 25%. The
relatively low average results from a large number of respondents not applying country
risk premiums in certain instances.

Country risk adjustments discounts applied
Low High
2014 average 8.4% 20.7%
2014 2nd quartile 10.0% 20.0%
2014 3rd quartile 10.0% 25.0%
Southern Africa
The lower end of the country risk
adjustment is 10% and the upper end
is between 20% and 25%.

Size adjustments
Q. Assuming you are valuing a business that is significantly smaller than the
listed comparable companies you used to derive an earnings multiple,
what is the range of discounts you would apply to comparable company
multiples to reflect differences in size?

reflect differences in size
Range Average
Southern Africa
50%
40%
32.9%
30%
20%
12.6%
10%
0%
Low High
In order to eliminate any outliers in the first and fourth quartiles, the second and
third quartiles have been calculated below. As can be seen, we considered the average
range falling between the second and third quartiles. The lower end of the country risk
adjustment falls between 10% and 20%, and the upper end between 30% and 40%.
Size adjustments discounts applied
Low High
2014 average 12.6% 32.9%
2014 2nd quartile 10.0% 30.0%
2014 3rd quartile 20.0% 40.0%
The lower end of the size adjustment falls between 10% and 20%, and
the upper end between 30% and 40%.

Discounts and premiums
Southern Africa

Minority discounts
The minority discount relates to the lack of control over the operation and corporate
policy for a given investment by its minority shareholders. The minority shareholders
can generally not direct the size or timing of dividends or control the selection of
management.
A minority shareholder can also not veto the acquisition, sale or liquidation of assets.
Minority discounts are therefore usually applied when valuing a non-controlling stake to
discount the value for lack of control.
Q: Do you generally apply a minority discount when using any of the

Southern Africa
following approaches?
Income approach
Market multiple approach
Net asset value
Figure 3.25 Approaches in which minority discounts are applied
2014 2012 2010 2007
97%
93%
82%
60%
39% 40%
31% 30%
26%
18% 16%
12%
Income Market NAV
The majority of respondents will consider a minority discount in the

income approach.

Q: Where do you apply the minority discounts?
Market value of equity

Enterprise value
Discount rate
Figure 3.26 Application of minority discounts
Southern Africa
74%
14%
Enterprise value
12%
Discount rate
When asked where the minority discounts are applied, the majority of respondents
indicated that they prefer to apply the minority discount to the market value of equity.
Given that most respondents acknowledge the appropriateness of the minority discount,
we asked them for an indication of the range of minority discounts normally applied in
their valuation analysis.

Minority discounts
Q: Please indicate the benchmark minority discount normally applied given

the size of the interest being valued.
Figure 3.27 Average minority discount: Equity value
Range Average
50%
Southern Africa
40%
30%
20% 17.5%
13.0%
10% 6.0%
0%
1% 24% 25% 49% 50%
Average size of discount applied4
Size of interest 1 24% 25 49%

2014 17.5% 13.0%
2012 17.8% 14.4%
2010 22.0% 15.0%
2007 20.0% 16.0%
Size of interest 1 24% 25 49% 50%

2014 2nd quartile 18.0% 14.5% 5.0%
2014 3rd quartile 20.0% 15.3% 10.0%
4 In this years survey, the clear majority of respondents indicated they apply an adjustment to equity, with
very few applying an enterprise value adjustment. Given the small sample size, data relating to adjustments
to enterprise value has therefore not been included.

The average minority discount

applied to the market value of
equity for a interest in the range
Southern Africa
1% 24% is 18% and 13% in
the range 25% 49%. This year
we also asked respondents for
their view on what minority
discount is appropriate where
joint control exists. On average,
the respondents indicated a
minority discount of 6%.

Control premiums
The control premium is the inverse of the minority discount and similar issues have to be
considered in calculating a control premium. To summarise, a control premium relates
to the additional value associated with the ability to control the distribution of cash
generated by the company, which includes the ability to influence the timing and size of
the dividend distribution.
Q: Where do you apply the control premiums?
Income approach
Southern Africa

Net asset value
Figure 3.28 Approaches in which control premiums are applied
2014 2012 2010 2007
91%
85%
81% 84%
40%
33%
28%
26% 23%
18%
16%
0%
Income Market NAV
Most respondents consider the control premium to be already implicitly included in

the income approach and will only apply the control premium in a market approach.
However, if the control premium relates to synergies not built into the cash flows, a
control premium may in some cases be applied to the income approach.
Given that most respondents acknowledge the appropriateness of the control premium,
we asked them to indicate how they go about applying control premiums in their
valuation analysis.


Enterprise value
Discount rate
Figure 3.29 Application of control premiums
Southern Africa
66%
23%
Enterprise value
11%
Discount rate
While some respondents apply adjustments to the discount rate or

enterprise value, the majority of respondents apply control premiums to
the market value of equity.
We then sought to quantify the benchmark control premiums that are typically applied.

Control premiums
Q: Please indicate the benchmark control premium normally applied given

Figure 3.30 Average control premium: Equity value
Range Average
60%
Southern Africa
50%
40%
30%
23.9%
20% 16.6%
10% 7.8%
0%
50% 51% 74% 75% 100%
Average size of premium applied5
Size of interest 50% 51 74% 75 100%

2014 7.8% 16.6% 23.9%
2012 18.8% 22.4%
2010 18.0% 22.0%
2007 18.0% 23.0%

2014 2nd quartile 5.0% 15.0% 23.0%
2014 3rd quartile 10.0% 20.0% 28.8%
5 In this years survey, the clear majority of respondents indicated they apply an adjustment to equity,
with very few applying an enterprise value adjustment. Given the small sample size, data relating to the
adjustments to enterprise value has therefore not been included.

The average control premium

equity for a stake in the range of
51% 74% is 17% and 24% in the
range 75% 100%. This year we
also asked our respondents for their
view on what control premium is
appropriate where joint control
exists. On average, the respondents
indicated a control premium of 8%.
Southern Africa

Marketability discounts
Marketability can be defined as the ability to convert the business ownership interest (at
whatever ownership level) to cash quickly, with minimum transaction and administrative
costs in so doing and with a high degree of certainty of realising the expected amount of
net proceeds.6
It is important to distinguish the marketability discount from the minority discount.

The lack of ownership control captured by the minority discount addresses the limited
ownership and lack of operational control, whereas the marketability discount deals with
how quickly and certainly the ownership share can be converted to cash.
Southern Africa
There is, however, an expected relationship between the marketability and the ownership
share. Even after we discount a minority interest for a lack of control, it is usually harder
to sell a non-controlling interest than a controlling ownership interest. The marketability
discount is therefore expected to decrease with the size of the ownership share.
Q: If the entity is not listed, do you apply a marketability discount to any of

the following approaches?
Income approach
Net asset value
Figure 3.31 Approaches in which marketability discounts are applied
2014 2012 2010 2007
94% 94%
88% 85%
82% 82%
76%
72%
49%
24%
21%
15%
Income Market NAV
6 Pratt, S, Reilly, R and Schweighs, R. Valuing a Business. McGraw-Hill, 2000.

Respondents recognise the need to adjust for marketability in all valuation approaches.
The remainder of this section therefore deals with how respondents apply marketability
discounts in their valuation analysis.
Q: Where do you apply the marketability discounts?

Enterprise value
Discount rate
Southern Africa
Figure 3.32 Application of marketability discounts
72%
14%
Enterprise value
14%
Discount rate
The majority of respondents apply marketability discounts to the market value of equity.
We subsequently asked them to quantify the benchmark discounts that are typically
applied.

Q: Please indicate the benchmark marketability discount normally applied

given the size of the interest being valued.
Figure 3.33 Average marketability discount applied: Equity value
Range Average
50%
Southern Africa
40%
30%
20% 17.2%
13.4%
9.8%
10% 8.0%
0%
1%-24% 25%-49% 50%-74% 75%-100%
Average size of discount applied 7
Size of interest 1 24% 25 49% 50 74% 75 100%

2014 17.2% 13.4% 9.8% 8.0%
2012 15.3% 13.3% 10.1% 8.1%
Size of interest 1 24% 25 49% 50 74% 75 100%

2014 2nd quartile 15.0% 13.5% 10.0% 5.0%
2014 3rd quartile 20.0% 15.0% 11.5% 10.0%
The ranges provide an indication of the size of the marketability discounts that are
applied by respondents. As shown in the tables above, we considered the ranges falling
between the second and third quartiles.

Some respondents have pointed out that it is also important to consider the connection
between minority and marketability discounts as well as any specific facts and
circumstances relating to the individual company or industry, as described earlier in this
section.
Southern Africa

BEE considerations
Black economic empowerment (BEE) remains an integral part of South Africas

transformation process. A particularly contentious issue in valuing BEE investments is the
issue of lock-in discounts, so our questions were focused on obtaining the markets view
on whether these discounts are appropriate, and if so, what the quantum of these lock-in
discounts is that the market is applying.
Q: A hypothetical BEE transaction has been structured to include the

following lock-in periods for the empowerment parties: three years, five
years and ten years.
Southern Africa
The BEE interest is held in a listed company. Would you apply a discount
to the observed share price for the lock-in agreed between the parties?
Yes
No
Figure 3.34 Application of BEE discounts
Yes No
9%
30%
2014
2010
91% 6% 70%
32%
2012 2007
94% 68%

Main Section
TOC TOC
Most respondents consider a discount to the observed market price to be necessary. These
results are broadly consistent with the results of our previous surveys.
Typical BEE structures include lock-in periods whereby BEE entities are required to
remain invested in the structure for a number of years, or where other restrictions are
placed on the transferability of the shares held by the BEE entity. The discount applied in
the market is likely to be correlated with the length of lock-in periods being considered by
Consequently, we attempted to gauge the impact of varying lock-in periods by asking

respondents how they consider lock-ins of varying lengths from a valuation perspective.
Southern Africa
Q: What is the average discount you would apply for the respective lock-in
periods?
Three years
Five years
Ten years
Figure 3.35 Average lock-in discount applied
Range Average
60%
50%
40%
30.5%
30%
19.6%
20%
10.5%
10%
0%
3 years 5 years 10 years

BEE considerations
Average lock-in discount

2014 10.5% 19.6% 30.5%
2012 13.4% 24.5% 35.8%
2010 9.3% 19.8% 32.8%
2007 8.0% 16.0% 29.0%
Southern Africa
The discount level increases significantly as the lock-in period increases.

The average discount relating to a 10-year lock-in was 30% in the latest
survey. In comparison, discounts of 11% and 20% were applied for
three- and five-year lock-ins, respectively.

2014 2nd quartile 10.5% 20.5% 31.0%
2014 3rd quartile 20.0% 30.0% 41.0%
The average range falls within the second and third quartiles as shown above, eliminating
any statistical outliers within the first and fourth quartiles.

Main Section
TOC TOC
Southern Africa

Section 4:
West Africa
West Africa

Southern East Main Section
Main
Contents
Income approach 96
Cost of capital 97
Cost of equity 98
Risk-free rate 100
Beta 102
West Africa
Gearing 119
Terminal value 120
Market approach 122

Adjustments to multiples 124
Size adjustments 126

Control premiums 132
PwC
PwCCorporate
CorporateFinance
Finance |9393
found that the approaches most commonly used in West Africa are:

based on the value of the cash flows that the company can be expected to
generate in the future. This includes traditional discounted cash flow techniques
and also real option valuations, which use option pricing models to measure the
value of assets that share option characteristics.

transactions in its industry, as well as to prior transactions in the ordinary shares
of the company using an appropriate valuation multiple.

This evaluates the market value of the ordinary shares of a company by adjusting
the asset and liability balances on the companys balance sheet to its market
value equivalents. The approach is based on the summation of the individual
West Africa
piecemeal market values of the underlying assets less the market value of the
liabilities.
The aim of this section is to highlight the most popular valuation approaches
being used in business enterprise valuations in West Africa. We were particularly


going concern?
Economic value added (EVA)

Net asset approach
used by 61% of respondents, while the market approach also remains an important
methodology, with 35% of the respondents using it as their preferred approach.
We also asked our respondents whether they apply a secondary methodology. Of those
respondents who use the income approach as the primary methodology, 71% confirmed
using the market approach as the secondary method of choice.
West Africa
While the income approach

remains the most popular
approach, valuation
practitioners seldom use
only one approach to
valuing businesses.

Income approach
West Africa

Cost of capital
WACC formula
where:

West Africa


Cost of equity
this issue.
Deductive models
Risk-return models
return models.
CAPM formula
West Africa
where:




74% 22% 4%
West Africa
26% 74%
4% 30% 22% 43%
The 2014/15 survey once again confirms both the CAPM as the primary
methodology, with most respondents stating that they always or
frequently use it, as well as the preference for risk-return models over
deductive models.

Risk-free rate
In Nigeria and other West African countries, various government bonds are available as a
proxy for the risk-free rate. We thus asked respondents to indicate their choice of proxy.
Q: When performing valuations in Africa, how often are the following used
as a benchmark for the risk-free rate?
Local currency bond yield

US risk-free rate
A European country underlying risk-free rate (Germany, France, etc.)
US risk-free rate plus a country risk premium
A European country underlying risk-free rate (Germany, France, etc.) plus a
country risk premium
West Africa
36%
14%
US risk-free rate
7%
30%
13%
A European country underlying risk-free rate (Germany, France, etc.) plus a country risk premium

The local currency bond yields are widely used in West Africa. However, as not all
West African countries have government bonds that are traded on an exchange, a large
number of respondents also consider alternative approaches whereby a risk-free rate can
be determined using a US or European risk-free rate, plus a premium for country risk.
West Africa
A wide range of approaches is used in
West African markets. This is likely
to be driven by variations in the
availability of suitable government
bond data across the various West
African countries in which the survey
respondents are based.

Beta
market index.
Q: When performing valuations in Africa, how often do you make use

of the following service providers as a source of information for beta
calculations?
Bloomberg
McGregor BFA
West Africa
MSCI Barra
Reuters
Capital IQ
2014 2012
McGregor BFA
2.5
2.0
1.5
1.0
0.5
In-house calculation / research Reuters / Factiva

Bloomberg continues to be a popular source for beta

estimates. Capital IQ was offered as an option in this years
survey, and came out as the third most frequently used
source after Bloomberg and in-house calculations.
West Africa

Historical
premium.
West Africa
Survey approach

Range Average
25%
20%
15%
10.2%
10%
West Africa
7.1%
5%
0%
Low High
Low High
2014 7.1% 10.2%
2012 5.0% 10.0%

Low High
2014 2nd quartile 6.0% 10.0%
2014 3rd quartile 7.8% 13.0%
The market risk premium ranges from 4% to 20% with the average used
in West Africa ranging between 7% and 10%.

West Africa
Yes
No
Yes No
17%
20%
2014
2012
80%
83%

The number of respondents considering a small stock premium has

remained relatively stable over the years, with most favouring its
application.
Beta
West Africa
2014 2012
Beta
0.5
1.0
Overall expected rate Equity market risk premium
of return on equity capital 1.5
2.0



Multiplying
Adding
Adding Multiplying
West Africa
35%
33%
2014
2012
67%
65%
Of the respondents that make size adjustments, most add a small stock
premium to the cost of equity.

Range Average 2014
25%
20%
15%
10%
6.3%
4.7%
5% 2.8%
1.9%
West Africa
1.1%
0%
0 50 51 200 201 500 501 1 000 1 001+
$m
$m 0 50 51 200 201 500 501 1000 1001+

2014 6.3% 4.7% 2.8% 1.9% 1.1%

risks.
Given that the application of a specific risk premium (SRP) is not consistent with
the CAPM, we surveyed market practitioners about whether they apply specific risk
premiums, and if so, in what instances. We also asked respondents what premiums are
considered for projects at various stages of development.
Always
Frequently
Sometimes
West Africa
Never
13%
10%
20%
39%
2014
2012
31%
40%
30%
17%
A marked difference since the last survey is the increase in the percentage of respondents
who always adjust the CAPM by applying a specific risk premium, which has increased
from 20% to 39%.



Start-ups
West Africa
Turnaround business One key customer or supplier
0.5
1.0
Start-ups Lack of track record
1.5
2.0


Multiplying
Adding
Adding Multiplying
26%
44%
2014
2012
West Africa
56%
74%
Most respondents adjust the overall expected return on equity capital

by adding a premium. This is consistent with the results of previous
surveys.

Range Average
20%
15%
10%
6.2%
5%
West Africa
1.3%
0%
Low High
Range Average
Low High
2014 1.3% 6.2%
2012 3.0% 8.0%
specific risk premium falls between 1% and 1.5%, and the upper end between 6% and
10%.
Low High
2014 2nd quartile 1.0% 6.0%
2014 3rd quartile 1.5% 10.0%


equity?
0 1.9%
West Africa
2.0 3.9%
4.0 5.9%
6.0 7.9%
8.0 10.0%
0% 1.9% 2.0%3.9% 4.0%5.9% 6.0%7.9% Greater than 8%
13%
26% 25% 25%
30%
2014
9% 25% 25%
22%

More than half of respondents apply a premium

of lower than 6%. However, there is still a wide
range of premiums applied, suggesting that
specific risk premiums are highly asset specific.
West Africa


observed?

Other
2014 2012
West Africa
0.5
1.0
1.5
Other Calculating a local discount rate
2.0
using country risk premium
2.5
3.0
The results indicate that country risk differentials are recognised mainly
through adjusting local discount rates with a country risk premium.
Given the level of activity in countries with limited capital market data, we asked
adjustments.

Damodaran
Coface
Damodaran
West Africa
Coface PRS (Political Risk
0.5 Services Group)
1.0
1.5
2.0
A number of publicly available data sources are used, with Damodaran

being a popular source of information.


rate?


West Africa
No adjustment made to Imputing a lower country risk

the discount rate 0.2 premium in determining the
0.4 discount rate
0.6
0.8
1.0
1.2
Including the country risk premium in

determining the discount rate and deducting the
insurance-related costs from the cash ows
Many respondents impute a lower country risk premium where

international insurance is used to mitigate country risk, although a
large number of respondents make no adjustment to the discount rate.
This suggests that a number of respondents may consider international
insurance to not fully address the issue of country risk from a valuation
perspective.

Gearing


2014 2012
The entitys actual gearing
level at the valuation date
West Africa
of gearing for the entity 0.5 level of the entity
1.0
1.5
2.0
Average gearing level of the industry

in which the entity operates
A wide variety of indicators are considered as part of the respondents

gearing assumption. These include actual industry and target gearing
levels.

Terminal value

2014 2012
West Africa

0.5
1.0
NAV assessments 1.5 Gordon growth model/capitalised

2.0
2.5
The Gordon growth model remains the most popular methodology, with
most respondents using this approach either always or frequently. It is
notable that exit multiples have continued to gain in popularity.


Real GDP growth
2014 2012
West Africa
0.5
1.0
1.5
The latest results indicate a strong preference for macroeconomic

factors including CPI and GDP growth, but company-specific factors
are also considered by the majority of valuation practitioners, and have
continued to gain in popularity.

Market approach
West Africa

Choice of multiples


West Africa
2014 2012
Market value of invested
capital (MVIC)/revenue
MVIC/earnings before interest,
Price/cash ow from tax, depreciation and amortisation
operations (CFO) (EBITDA)

1.0
1.5
2.0

The price/earnings, price/book and EV (enterprise value)/EBITDA

multiples are the most widely used valuation multiples used by the
respondents.

Adjustments to multiples

approach?
Country risk
Diversification
Growth
Size
2014 2012
Country risk
West Africa
Size Diversication
0.5
1.0
1.5
2.0
Growth
All respondents indicated that they consider making adjustments in

determining appropriate multiples in terms of the market approach.



Range Average
30%
20%
16.9%
West Africa
10%
6.6%
0%
Low High
quartiles have been calculated below. As can be seen, we considered the average range
falling between the second and third quartiles.
Low High
2014 average 6.6% 16.9%
2014 2nd quartile 6.0% 20.0%
2014 3rd quartile 10.0% 20.0%
The lower end of the country risk adjustment falls between 6% and 10%,
and the upper end between 17% and 20%.

Size adjustments

Range Average
50%
40%
30%
21.5%
20%
West Africa
9.2%
10%
0%
Low High
falling between the second and third quartiles.
Low High
2014 average 9.2% 21.5%
2014 2nd quartile 10.0% 20.0%
2014 3rd quartile 10.0% 30.0%
The lower end of the size adjustment stands at 10%, and the upper end
is between 20% and 30%. The relatively low average results from a
number of respondents not applying discounts in certain instances.

West Africa

Minority discounts
management.

Income approach
Net asset value

West Africa
2014 2012
83%
74%
70%
50%
33%
17%
Income Market NAV

income and market approaches.


Enterprise value
Discount rate
67%
14%
Enterprise value
West Africa
19%
Discount rate
When asked where the minority discounts are applied, most respondents indicated that
they prefer to apply the minority discount to the market value of equity.

Minority discounts

Range Average
50%
40%
30%
20% 16.7%
12.8%
8.5%
West Africa
10%
0%
1% 24% 25% 49% 50%

2014 average 16.7% 12.8% 8.5%

2014 2nd quartile 15.0% 10.0% 5.0%
2014 3rd quartile 20.0% 15.0% 10.0%


equity for a interest in the range
1% 24% is 17% and 13% in
the range 25% 49%. This year
we also asked respondents for
their view on what minority
discount is appropriate where
joint control exists. On average,
West Africa

Control premiums
Income approach
Net asset value
2014 2012
West Africa
78%
67% 67%
61%
33%
13%
Income Market NAV
The control premium may already be implicitly included in the income approach and
as a result the control premium should normally be considered in a market approach
valuation. However, if the control premium relates to synergies not built into the cash
flows, a control premium may in some cases be applied to the income approach.
valuation analysis.


Enterprise value
Discount rate
68%
18%
Enterprise value
West Africa
14%
Discount rate

enterprise value, most apply control premiums to the market value of
equity.

Control premiums

Range Average
40%
30%
20%
16.4%
10.9%
10%
4.6%
West Africa
0%
50% 51% 74% 75% 100%

2014 average 4.6% 10.9% 16.4%

2014 2nd quartile 5.0% 10.0% 15.0%
2014 3rd quartile 10.0% 15.0% 20.0%


applied to the market value
of equity for a interest in the
range of 51% 74% is 11%
and 16% in the range 75%
100%. This year we also asked
our respondents for their view
on what control premium
is appropriate where joint
control exists. On average,
control premium of 5%.
West Africa

net proceeds.6


West Africa
Income approach
Net asset value
2014 2012
83% 83%
52% 50% 50%
17%
Income Market NAV


Enterprise value
Discount rate
62%
West Africa
19%
Enterprise value
19%
Discount rate
The majority of respondents apply marketability discounts to the market value of equity.
applied.


Range Average
40%
30%
20% 17.3%
14.9%
11.0%
10% 6.7%
West Africa
0%
1%-24% 25%-49% 50%-74% 75%-100%
Size of interest 1 24% 25 49% 50 74% 75 100%

2014 average 17.3% 14.9% 11.0% 6.7%
Size of interest 1 24% 25 49% 50 74% 75 100%

2014 2nd quartile 20.0% 15.0% 10.0% 5.0%
2014 3rd quartile 25.0% 20.0% 15.0% 10.0%

West Africa

Section 5:
East Africa
East Africa
140 | Africa:
140 Africa:AAcloser
closerlook
lookatatvalue
valueValuation
methodologysurvey
survey2014/15
2014/15
Main
Contents
Income approach 144
Cost of capital 145

Cost of equity 146
Risk-free rate 148
Beta 150
Gearing 167
Terminal value 168
Market approach 170
East Africa
Adjustment to multiples 172
Size adjustments 174

Control premiums 180
PwC
PwC Corporate
Corporate Finance
Finance |141
141
found that the approaches most commonly used in East Africa are:

based on the value of the cash flows that the company can be expected to
generate in the future. This includes traditional discounted cash flow techniques
and also real option valuations, which use option pricing models to measure the
value of assets that share option characteristics.

transactions in its industry, as well as to prior transactions in the ordinary shares
of the company using an appropriate valuation multiple.

This evaluates the market value of the ordinary shares of a company by adjusting
the asset and liability balances on the companys balance sheet to its market
value equivalents. The approach is based on the summation of the individual
piecemeal market values of the underlying assets less the market value of the
liabilities.
The aim of this section is to highlight the most popular valuation approaches
being used in business enterprise valuations in East Africa. We were particularly
East Africa

Southern West Main Section

going concern?
Economic value added (EVA)

Net asset approach
used by 84% of respondents. Other respondents indicated that they have no specific
primary methodology, but select and combine the approaches based on the nature of the
company being valued.
We also asked our respondents whether they apply a secondary methodology. Of those
respondents who use the income approach as the primary methodology, 75% confirmed
using the market approach as the secondary method of choice.
East Africa
While the income approach remains

the most popular approach, valuation
practitioners seldom use only one
approach to valuing businesses.

Income approach
East Africa

Cost of capital
WACC formula
where:

East Africa

Cost of equity
this issue.
Deductive models
Risk-return models
return models.
CAPM formula
where:

East Africa



63% 21% 11% 5%
5% 11% 84%
21% 47% 32%
The 2014/15 survey once again confirms both the CAPM as the primary East Africa
methodology, with most respondents stating that they always, frequently
or sometimes use it, as well as the preference for risk-return models over
deductive models.

Risk-free rate
In many of the East African countries, various government bonds are available as a proxy
for the risk-free rate. We thus asked respondents to indicate their choice of proxy.
Q: When performing valuations in Africa, how often are the following used
as a benchmark for the risk-free rate?

US risk-free rate
A European country underlying risk-free rate (Germany, France, etc.) plus a
country risk premium
31%
18%
East Africa
US risk-free rate
13%
24%
14%
A European country underlying risk-free rate (Germany, France, etc.) plus a country risk premium

Respondents indicated that various risk-free rate benchmarks are used in East Africa.
The most widely used approach is a local currency bond yield. However, as not all of
the available government bonds are actively traded on an exchange, a large number
of respondents also consider alternative approaches, including adding a country risk
premium to a recognised risk-free rate, for example, the US/EU risk-free rate.
A wide range of approaches is used

in East African markets. This is
likely to be driven by variations
East Africa
in the availability of suitable
government bond data across the
various East African countries in
which the survey respondents are
based.

Beta
market index.
Q: When performing valuations, how often do you make use of the following
service providers as a source of information for beta calculations?
Bloomberg
McGregor BFA
MSCI Barra
Reuters
Capital IQ
2014 2012
East Africa
McGregor BFA
0.5
1.0
1.5
2.0
2.5
In-house calculation / research Reuters / Factiva

East Africa
Bloomberg continues to be a popular source for beta
estimates. Capital IQ was offered as an option in this years
survey, and came out as one of the other popular sources.
The move towards in-house beta calculations observed in
the last survey was also confirmed.

Historical
premium.
Survey approach
East Africa

Range Average
25%
20%
15%
11.1%
10%
5.9%
5%
0%
Low High
East Africa
Low High
2014 5.9% 11.1%
2012 5.2% 8.2%

Low High
2014 2nd quartile 5.0% 9.0%
2014 3rd quartile 6.0% 15.0%
A wide range of market risk premiums was observed. The average

market risk premium used in East Africa ranges between 6% and 11%.

Yes
East Africa
No
Yes No
21%
33%
2014
2012
67%
79%

The percentage of respondents considering a small stock premium has

increased, with the majority favouring the application of a small stock
premium.
Beta
2014 2012
Beta
East Africa
0.5
1.0
Overall expected rate Equity market risk premium
of return on equity capital 1.5
2.0



Multiplying
Adding
Adding Multiplying
47% 33%
2014
2012
53%
67%
East Africa
Of the respondents that make size adjustments, most respondents add a

small stock premium to the cost of equity.

Range Average 2014

12%
10%
8%
5.7%
6%
4.2%
3.7%
4% 3.1%
2.5%
2%
0%
0 50 51 200 201 500 501 1 000 1 001+
$m
East Africa
$m 0 50 51 200 201 500 501 1000 1001+
2014 5.7% 4.2% 3.7% 3.1% 2.5%

risks.
Given that the application of a specific risk premium (SRP) is not consistent with the
CAPM, we asked market practitioners about whether they apply specific risk premiums,
and if so, in what instances. We also asked respondents what premiums are considered
for projects at various stages of development.
Always
Frequently
Sometimes
Never

East Africa
10%
21%
33%
2014
2012
32% 50%
37% 17%
In general, most respondents apply specific risk premiums. In addition, those who apply
specific risk premiums are applying them more frequently. Another marked difference
since the last survey is the increase in the percentage of respondents who always adjust
the CAPM by applying a specific risk premium, which has increased from 0% to 21%.



Start-ups
East Africa
Turnaround business One key customer or supplier
0.5
1.0
Start-ups Lack of track record
1.5
2.0


Multiplying
Adding
Adding Multiplying
16%
25%
2014
2012
75%
84%
East Africa
Most respondents adjust the overall expected return on equity capital by adding a
premium. This is consistent with the results of previous surveys.

Range Average
20%
15%
10%
5% 5.7%
1.5%
0%
Low High
Low High
East Africa
2014 1.5% 5.7%
2012 1.0% 10.0%
Low High
2014 2nd quartile 1.0% 5.0%
2014 3rd quartile 2.0% 5.5%


equity?
0 1.9%
2.0 3.9%
4.0 5.9%
6.0 7.9%
8.0 10.0%

East Africa
0% 1.9% 2.0%3.9% 4.0%5.9% 6.0%7.9% Greater than 8%
20% 16%
25% 25%
2014
32%
32% 25% 25%

A wide range of premiums are applied, suggesting

that specific risk premiums are highly asset
specific.
East Africa


observed?

Other
2014 2012

East Africa
0.5
1.0
Other 1.5 Calculating a local discount

rate using country risk premium
2.0
2.5
The survey results indicate that country risk differentials are recognised
mainly through adjusting local discount rates with a country risk
premium.
Given the level of activity in countries with limited capital market data, we asked
adjustments.

Damodaran
Coface
Damodaran
Coface PRS (Political Risk Services Group)

0.5
1.0
1.5
2.0
East Africa
A number of publicly available data sources are used, with Damodaran

being a popular source of information.


rate?

Not applicable

No adjustment made Imputing a lower country risk

to the discount rate 0.3 premium in determining the
0.6 discount rate
0.9
1.2
1.5
East Africa
Including the country risk premium in determining

the discount rate and deducting the insurance-related costs from the cash ows
Most respondents impute a lower country risk premium where

international insurance is used to mitigate country risk.

Gearing


2014 2012

of gearing for the entity 0.5 level of the entity
1.0
1.5
2.0
East Africa
A wide variety of indicators are considered as part of the respondents

gearing assumption. These include actual industry and target gearing
levels.

Terminal value

2014 2012

0.5
East Africa
1.0
NAV assessments 1.5 Gordon growth model/capitalised

2.0
2.5
The Gordon growth model and exit multiples are the most frequently
used approaches to calculate terminal values.


Real GDP growth
2014 2012
0.5
East Africa
1.0
1.5
The latest survey results indicate a strong preference for macroeconomic

factors including CPI and GDP growth, but company-specific factors are
also considered by the majority of valuation practitioners.

Market approach
East Africa

Choice of multiples


2014 2012
Price/cash ow from operations (CFO) MVIC/earnings before interest, tax,

depreciation and amortisation (EBITDA)
East Africa
1.0
1.5
2.0

The price/earnings, price/book and EV (enterprise value)/EBITDA

multiples are the most widely used valuation multiples, according to the
respondents.

Adjustment to multiples

approach?
Country risk
Diversification
Growth
Size
2014 2012
Country risk
Size Diversication
0.5
1.0
1.5
2.0
2.5
East Africa
Growth
All respondents indicated that they consider making adjustments in

determining appropriate multiples in terms of the market approach.



Range Average
60%
50%
40%
30%
17.1%
20%
7.3%
10%
0%
Low High
East Africa
falling between the second and third quartiles. The relatively low average results from a
large number of respondents not applying country risk premiums in certain instances.
Low High
2014 average 7.3% 17.1%
2014 2nd quartile 7.5% 15.0%
2014 3rd quartile 10.0% 20.0%
The lower end of the country risk adjustment falls between 7.5% and
10%, and the upper end is between 15% and 20%.

Size adjustments

Range Average
50%
40%
30%
23.1%
20%
9.2%
10%
0%
Low High
In order to eliminate any outliers in the first and fourth quartiles, the second and
East Africa
third quartiles have been calculated below. As can be seen, we considered the average
range falling between the second and third quartiles. The lower end of the country risk
adjustment stands at 10%, and the upper end between 20% and 30%.
Low High
2014 average 9.2% 23.1%
2014 2nd quartile 10.0% 20.0%
2014 3rd quartile 10.0% 30.0%
The lower end of the size adjustment applied by respondents is 10%, and
the upper end is between 20% and 30%.

East Africa

Minority discounts
management.

Income approach
Net asset value
2014 2012
83%
79%
East Africa
50%
42%
33%
16%
Income Market NAV

income approach.


Enterprise value
Discount rate
63%
16%
Enterprise value
21%
Discount rate
When asked where the minority discounts are applied, most respondents indicated that
they prefer to apply the minority discount to the market value of equity.
East Africa

Minority discounts

Range Average
50%
40%
30%
23.8%
20%
16.2%
10% 7.5%
0%
1% 24% 25% 49% 50%
Range Average

East Africa

2014 average 23.8% 16.2% 7.5%

2014 2nd quartile 20.0% 16.0% 5.0%
2014 3rd quartile 26.3% 20.0% 15.0%


of equity for a interest in
the range 1% 24% is 24%
respondents for their view
on what minority discount
East Africa

Control premiums
Income approach
Net asset value
2014 2012
74%
67% 67%
53%
33%
East Africa
11%
Income Market NAV
The control premium may already be implicitly included in the income approach and
normally the control premium is only applied in a market approach valuation. However,
if the control premium relates to synergies not built into the cash flows, a control
premium may in some cases be applied to the income approach.
valuation analysis.


Enterprise value
Discount rate
53%
31%
Enterprise value
16%
Discount rate

enterprise value, the majority of respondents apply control premiums to
East Africa
the market value of equity.

Control premiums

Range Average
30%
25%
20% 19.4%
14.4%
15%
10%
5.6%
5%
0%
50% 51%-74% 75%-100%

2014 average 5.6% 14.4% 19.4%
East Africa

2014 2nd quartile 5.0% 15.0% 20.0%
2014 3rd quartile 10.0% 20.0% 25.0%

East Africa
of equity for a interest in the
range of 51% 74% is 14%
our respondents for their view
on what control premium
control premium of 6%.

net proceeds.6


Income approach
Net asset value

East Africa
2014 2012
83%
79%
53%
50% 50%
42%
Income Market NAV


Enterprise value
Discount rate
42%
32%
Enterprise value
26%
Discount rate
The majority of respondents apply marketability discounts to the market value of equity. East Africa
applied.


Range Average
40%
30%
20% 17.5%
15.4%
11.4%
10% 7.5%
0%
1% 24% 25% 49% 50% 74% 75% 100%
Size of interest 1 24% 25 49% 50 74% 75 100%

East Africa
2014 average 17.5% 15.4% 11.4% 7.5%
Size of interest 1 24% 25 49% 50 74% 75 100%

2014 2nd quartile 12.5% 12.5% 10.0% 5.0%
2014 3rd quartile 20.0% 20.0% 13.8% 10.0%

East Africa

Section 6:
Infrastructure
Infrastructure
188 | Africa:
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Infrastructure
PwC
PwC Corporate
Corporate Finance
Finance |189
189
A recent global PwC publication, entitled Capital project and infrastructure spending:
Outlook to 2025, suggests worldwide infrastructure spending will grow from $4 trillion
per year in 2012 to more than $9 trillion per year by 2025. Overall, close to $78 trillion is
expected to be spent globally between 2014 and 2025.
In tandem with this global trend, governments across Africa have a renewed focus on
infrastructure, as they recognise it as an important driver of growth. Infrastructure
spending in sub-Saharan Africa is forecast to grow by 10% a year over the next decade,
exceeding $180 billion by 2025, which will maintain the regions 2% share of the global
infrastructure market.
With the acceleration in development, funding models are changing. Findings in PwCs
recent Trends challenges and future outlook: Capital projects and infrastructure in East
Africa, Southern Africa and West Africa report suggest that new approaches to funding,
such as public-private partnerships, are becoming more common. At least half of the
respondents said that they expect infrastructure to be funded by a mix of private and
public sector funding, while nearly a third (29%) said that they expect to rely on private-
sector debt and equity.
Given the size of and growth prospects for capital projects and infrastructure in Africa, as
well as the significant involvement of the private sector in these projects, how the market
quantifies the value of these investments is becoming increasingly important.
For this reason, in this years survey we asked respondents questions regarding how they
go about valuing interests held in infrastructure projects.
Infrastructure

Main Section
TOC TOC
Q: Infrastructure assets represent a unique asset class, having a distinctive

set of characteristics that sets them apart from more traditional equity
or debt investments. They are generally defined by high development
costs, long and/or finite lives, specific financing structures and are often
intended to be specific in nature (railways, gas pipelines etc.).
Which of the following valuation approaches do you usually use for

valuing infrastructure projects?

Market approach
Net asset approach
Economic valued added (EVA)
Other
Figure 6.1 Approaches used for valuing infrastructure projects
Net asset approach
12%
Market approach 18%

2014
70% Income approach

(discounted cash ow) Infrastructure
The majority of respondents value infrastructure investments using a discounted cash

flow methodology. Given that each infrastructure project has unique characteristics, this
is not a surprising result.
Discounted cash flow based methodologies are favoured by the majority

of the respondents.

Q. Benchmarking unlisted infrastructure projects is difficult relative to
traditional asset classes such as equities and fixed income.
In estimating an appropriate rate of return for infrastructure projects,

which of the following methods do you use?
Figure 6.2 Methods used to benchmark rate of return for infrastructure projects
83%
48% 48%
39%
26% 26%
4% 4% 13%
9% 0% 0%
Market comparable Cost of equity Arbitrage pricing

approach (targeted benchmark approach or capital theory (APT)
returns observed in the asset pricing model
infrastructure sector) (CAPM)
As with business valuations, the CAPM is a methodology that is frequently or always

used. However, in the infrastructure sector, analysts look to market returns or
benchmarks to use in their discounted cash flow analyses. This is unsurprising given that
when considering infrastructure as an asset class, it is more challenging to identify listed
comparable companies to use in a traditional CAPM approach. Analysts are therefore
inclined to look to alternative methodologies to determine an appropriate rate of return.
Infrastructure
While the CAPM is used in determining an appropriate rate of return,

given the unique challenges posed in valuing infrastructure projects,
it appears that respondents are more open to alternative measures of
return.

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Q: How do you adjust for your perceived risk associated with an

infrastructure project/asset?
I adjust the discount rate with a risk premium

I apply a discount to the arrived-at value
Figure 6.3 Adjustments made for perceived risk associated with infrastructure projects
I apply a discount to the

arrived-at value
13%
2014
87% I adjust the discount rate

with a risk premium
Most respondents incorporate the risk associated with an infrastructure project in the
discount rate.
Risks are generally addressed in the determination of the discount rate

applicable to the infrastructure project being valued.
Infrastructure

Q: What factors do you adjust for when deriving the rate of return for
individual infrastructure projects/assets?
General equity risk premium

The type of infrastructure project (e.g. toll road versus railway versus energy)
Start-ups
Duration of project
Liquidity/funding concerns
General equity risk premium
Signicant growth expectations The type of infrastructure

project (e.g. toll road versus
railway versus energy)
0.5
1.0
1.5
Liquidity/funding concerns Start-ups
2.0
2.5
Duration of project
A range of risk factors, project attributes and market factors is frequently considered
by respondents. The nature of the project (including stage of development, type and
Infrastructure
duration) are key considerations, in addition to general market conditions, including the
equity risk premium expected by the market.
A very wide range of risk factors is considered, both specific to the project
being valued, as well as external measures, such as the equity market
risk premium expected by investors.

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Q: What is the range of market risk premium/equity risk premium you

would typically apply to the following infrastructure asset classes?
Infrastructure
Bridges, tunnels and toll roads
Pipeline and other energy transmission
Contracted energy (power) generation projects
Water and waste water management
Airport and seaport
Railways
General infrastructure
Figure 6.5 Market risk premium/equity risk premium for infrastructure asset classes
Range Average
25%
20%
15%
10%
7.3%
6.4% 6.4% 6.4% 6.0% 6.2% 6.4% 6.2%
5%
0%
Infrastructure Bridges, Pipeline & Contracted Water & Airport Railways General
Infrastructure
tunnels other energy waste water & seaport infrastructure

& toll roads energy (power) management
transmission generation
projects

Airport and seaport
water management
(power) generation
Contracted energy
Water and waste

Bridges, tunnels
transmissions
Infrastructure
and toll roads
infrastructure
other energy
Pipeline and
Railways
projects
General
2014 6.4% 6.4% 6.4% 7.3% 6.0% 6.2% 6.4% 6.2%
average
2014 2nd 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0%
quartile
2014 3rd 7.9% 7.5% 7.9% 8.0% 7.4% 7.4% 7.4% 7.9%
quartile
Market risk premiums vary across the various

types of projects being considered, but are on
average in the range of between 6.0% and
7.3%.
Infrastructure

Main Section
TOC TOC
Q: What is the range of project risk premium you would typically apply to
infrastructure projects to account for project-specific risks?
Figure 6.6 Project risk premiums applied to infrastructure projects
Range Average
10%
9%
8%
6.8%
7%
6%
5%
4%
3%
2.4%
2%
1%
0%
Low High
Average size of premium applied
Low High
2014 average 2.4% 6.8%
Low High
Infrastructure
2014 2nd quartile 2.0% 7.3%

2014 3rd quartile 5.0% 10.0%
Project risk premiums range between 2% and 7% on average. A wide

range of premiums is observed, which is likely to relate to the diversity of
infrastructure projects being valued by the respondents.

Q: What is the range of market risk premium you would typically apply
for start-up infrastructure projects that are not yet under construction?
Figure 6.7 Market risk premiums applied to start-up infrastructure projects
Range Average
50%
40%
30%
20%
14.2%
10% 7.3%
0%
Low High
Average size of premium applied
Low High
2014 average 7.3% 14.2%
quartiles have been calculated and are shown below. As can be seen, we considered the
average range falling between the second and third quartiles. The lower end of the specific
risk premium falls between 5% and 10%, and the upper end between 10% and 17%.
Low High
Infrastructure
2014 2nd quartile 5.0% 10.0%

2014 3rd quartile 10.0% 16.5%

Main Section
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A wide range of premiums is applied

to start-up projects. On average, they
range between 7% and 14%.
Infrastructure

Section 7:
Appendices
Appendices
200 | Africa:
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2014/15
Main Section
Main
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Contents
Appendix 1: Overview of survey methodology 202
Appendix 2: List of respondents 204
Appendix 3: List of abbreviations 206
Appendix 4: PwC Deals 208
Appendices
PwC
PwC Corporate
Corporate Finance
Finance |201
201
Appendix 1
Overview of survey methodology
Appendices

Main Section
TOC TOC
Research was conducted via an online survey comprising some 60 questions. The
following types of questions were asked:
Frequency-type questions in which respondents were asked to indicate whether

they always, frequently, sometimes or seldom used the particular methodology,
variable or source;
Alternative-type questions in which respondents had to indicate whether or not a
certain procedure is being followed; and
Range-type questions in which respondents needed to indicate the value or value
range normally used for a particular variable.
The survey ran from 5 September 2014 to 25 November 2014. Valuation

practitioners, financial analysts and corporate financiers in East, West (including
Francophone countries) and Southern Africa were invited to participate in the
survey. We received 77 completed submissions across territories.
The responses were analysed and the results of the analysis are presented in the
sections of this publication.
Frequency-type questions
The objective of frequency-type questions was to determine the relative importance
of each of the items tested. The frequency questions were analysed based on the
following matrix:
Value Description
3 Item tested is always used/considered by respondents
2 Item tested is frequently used/considered by respondents
1 Item tested is sometimes used/considered by respondents
0 Item tested is seldom or never used/considered by respondents
Alternative-type questions
Respondents were required to make a choice between two or more alternative
responses. The result of the alternative-type questions is presented in this
publication as a percentage of total respondents.
Range-type questions
Respondents were required to provide the value(s) for certain variables, for
example, the market risk premium. Respondents had the option to include either
a single value or a range of values. In cases where a range was provided, the data
was analysed utilising the midpoint of the range to calculate, for example, average/
median values.
Appendices

Appendix 2
List of respondents
Appendices

Main Section
TOC TOC
African Capital Alliance Grindrod Bank

Acorn Private Equity International Finance Corporation
Activa International Financial Services
African Alliance Java Capital
African Finance Corporation JP Morgan
Afrinvest West Africa Kagiso Tiso Holdings
Akuo Energy KPMG
Alexander Forbes Lafarge Group
Alpha Wealth LeadCapital Plc
Altron TMT MCB Capital Markets
Alteo Limited Nedbank Capital
Anglo American Old Mutual Private Equity
Business Connexion Phoenix Global Capital
BDO Public Investment Corporation
BPCE Group Pivot
Bravura PwC Corporate Finance
Bridge Capital PROPARCO
Brimstone PSG Capital
Cadiz Remgro
CardinalStone Riscura Consulting
Chapel Hill Denham Rand Merchant Bank
Coast2Coast Rogers & Co
Constance Group Sanlam Corporate Finance
Deloitte Sasol
Deutsche Bank Group Socit Gnrale
DMH Associates Ltd Standard Bank
Emerging Capital Partners Swicorp
Ernst & Young Transcend Capital
FBN Capital Valbridge
Fusion Investment Management UAC Nigeria Plc
Gamma Civic
Gap Capital
Appendices

Appendix 3
List of abbreviations
Appendices

Main Section
TOC TOC
Abbreviation Description
ALSI JSE All-Share Index
APT Arbitrage pricing theory
Beta or systematic risk
BEE Black economic empowerment
BRIC Brazil, Russia, India and China
BVE Book value of equity
CAGR Compound annual growth rate
CAPM Capital asset pricing model
CF Cash flows (earnings + non-cash charges)
CFO Cash flow from operations
CPI Consumer price index
DCF Discounted cash flow
EBIT Earnings before interest and tax
EBITDA Earnings before interest, tax, depreciation and amortisation
E(Re) Expected rate of return on equity capital
E(Rp) Expected market risk premium
EVA Economic value added
FINDI JSE Financial and Industrial Index
GDP Gross domestic product
IFRS International Financial Reporting Standards
JSE Johannesburg Stock Exchange
Kd After-tax rate of return on debt capital
Ke Rate of return on equity capital
m million
MSCI World Index Index of 1 500 world stocks
MVIC Market value of invested capital
NAV Net asset value
PBT Price/pre-tax earnings
PE Price/earnings, also earnings representing net income after tax
R South African rand
Rf Risk-free rate of return
RSA Republic of South Africa
SRP Specific risk premium
SSP Small stock premium
Appendices
WACC Weighted average cost of capital

Appendix 4
PwC Deals
Appendices

Main Section
TOC TOC
PwC Deals provides comprehensive Business recovery services (BRS)

commercial, financial, economic and We provide strategic and tactical advice
strategic advice to companies taking on to directors, management, shareholders,
significant business growth opportunities. lenders and other stakeholders of
We have developed a reputation for businesses who are facing challenging
excellent advice, strong relationships circumstances by providing a service
and high levels of independence. These that allows them to remain in control
attributes, coupled with a vast range of and make more informed decisions.
experience, have made PwC Deals a key We have a dedicated team that works
corporate advisor in the South African closely with clients to stabilise and fix
market. troubled operations and ensure a long-
term solution that results in a viable and
Our range of specialist advisory services sustainable future for the business.
across critical areas of corporate finance
Infrastructure, government and
and transaction services includes:
utilities (IG&U)
We advise governments, state-owned
Valuation advice
enterprises and private sector investors
We provide independent expert
on project financing, public-private
valuation advice to businesses and
partnerships and privatisations. We
evaluate the financial implications of,
provide counsel on the deal process
among others, acquisitions, investments,
from strategy to financial closure,
mergers and joint ventures.
including the raising of debt.
Mergers & acquisitions
Transaction services
We focus on the deal process from
We assist companies involved in
strategy through to post-deal
acquisitions, divestitures and strategic
integration, accessing the capital
alliances to access local and global
markets and valuing, negotiating and
capital markets. Our services include
structuring deals. Our specialists also
financial and tax due diligence, sell-
help clients to complete and extract the
side due diligence, vendor assistance,
maximum value from transactions.
no-access due diligence, bid support,
Debt and equity capital advisory carve-out and post-deal services. We
services (DECAS) help clients maximise the return on
We provide independent and objective their deals and identify and manage
advice while working with clients associated transaction risks.
to structure, arrange, negotiate and
Forensics
implement holistic financing solutions
We combine financial accounting skills
across the capital structure in order for
with investigative rigour and industry
them to meet their strategic objectives.
expertise to deliver expert support and
Our detailed knowledge and experience
solutions in cases of corporate disputes,
across various industry sectors and
investigations of corporate crime, as
products (such as transactional banking,
well as fraud consulting. We assist
bank, debt and equity capital markets,
organisations with confronting and
and financial markets) allow us to
dealing with critical issues that tend to
identify, source and match the best
have far-reaching financial and legal
available solution(s)/product(s) to a
Appendices
implications.
clients specific needs.

Valuation & Economics
For organisations that need an knowledge, allows us to understand

independent valuation of their business, the specific factors driving each deal.
PwC draws on vast international expertise We also have extensive experience in
and research to provide a comprehensive valuing businesses for the purpose of BEE
service. We also offer independent advice transactions and can draw on our vast
on a variety of value-related matters, knowledge to consider specific valuation
such as advising on the cost of capital issues related to BEE transactions.
and evaluating the financial implications
of restructurings, investments, mergers Examples
and joint ventures. PwC helps clients to
evaluate their options by putting an exact In the event of a merger, acquisition
price on their organisations shares, debt or alliance, it is vital to understand the
instruments, goodwill, brands and other value likely to be created through the
intangible assets. transaction.
Understanding the value of the business
Whether a client requires advice on
is the first step towards making a
cross-border deals, an expert opinion
black economic empowerment (BEE)
for the Takeover Regulation Panel or
transaction, so a detailed valuation is
the JSE, advice on or assistance with
often required from the outset.
price negotiations, or in addressing IFRS
valuation issues, we understand that In the event of a dispute, an
complex valuations require specialist independent valuation is likely to help
resources. resolve issues swiftly.
PwC has a dedicated team specialising in Multinational operations make an

performing large, complex and technically understanding of the issues driving
challenging valuations. The team is part valuations in different countries
of an international network of valuation essential. Applying a common
specialists with access to global best methodology across all countries
practice and top-quality international generates a more reliable view of an
research. They can assist in: international businesss value.
Valuation consulting; Achieving a reliable valuation of a

business or asset is a critical driver of
Independent expert opinions; a successful transaction for buyers and
Financial reporting valuations; and sellers in acquiring or selling a business.
Tax valuations.
Independent expert
Valuation consulting opinions
Our valuation specialists assist businesses There is a wide range of circumstances in
to achieve an in-depth understanding of which an independent opinion of value
the value of each business or asset in a is required and each scenario requires
Appendices
transaction. Our technical knowledge, specialist knowledge and the application of

combined with our in-depth industry specific skills.
Main Section
TOC TOC
Courts, regulators, tax authorities, required, whereby all assets (tangible and
shareholders and businesses may, at intangible) from a merger or acquisition
different times, all need an objective have to be included in the balance sheet of
specialist to provide a valuation of an asset the acquirer at their current market value
or business. In the instance of shareholder and are depreciated over the term of their
disputes, an opinion is often required by useful economic life.
shareholders. The context and purpose
of the valuation determine the approach Goodwill is tested for impairment annually
that needs to be taken to provide an and is marked down for any impairments
appropriate opinion. calculated during the annual review
process.
In cases where boards of directors are
required by the Takeover Regulation Panel These requirements call for specialist
to obtain appropriate external advice on valuation services that understand both
an offer, a fair and reasonable opinion is the specific accounting implications and
required. Related-party transactions may the wider commercial context in which
also give rise to the need for a fairness those financial reporting valuations will
opinion in terms of the JSE Limiteds apply.
Listings Requirements.
PwCs valuation services draw on
Increasingly, non-executive directors considerable technical and financial
and audit committees bear a significant specialisation provided by our valuation
responsibility for corporate governance team in combination with the firms
and this has numerous implications for accounting specialists to deliver integrated
independent valuations. PwCs Valuation advice to our clients.
& Economics team has the required
experience to provide a robust and credible Tax valuations
independent expert valuation.
Valuations often lie at the heart of disputes
and negotiations with tax authorities. The
Financial reporting
specific demands of the tax authorities
valuations require specialist advice and detailed
International Accounting Standards (IAS) knowledge of their working methods and
and International Financial Reporting practices.
Standards (IFRS) have introduced
significant changes to the way in which PwCs Valuation & Economics team is able
accounts must be prepared and presented to assist with tax valuations, including
and require a wider range of assets to be valuations for capital gains tax, stamp
valued on an annual basis. duty, estate duty and exchange control
purposes.
IFRS 3 governs the accounting treatment
for business combinations. A fair value
Appendices
exercise for assets and liabilities is

Mergers & Acquisitions
As a leading corporate adviser in the Mergers & acquisitions

African market, our dedicated and highly
experienced Mergers & Acquisitions
advisory
(M&A) team can identify opportunities, When organic growth does not satisfy the
assist in deal structuring and lead needs of stakeholders, or when businesses
negotiations for mergers & acquisitions, decide to dispose of non-core assets, PwCs
disposals, corporate listings, management Corporate Finance team can assist.
buy-ins and management buyouts.
The first challenge for any company
Our position has been reinforced through seeking to expand is to identify the right
the completion of key local and cross- business to acquire. At the same time,
border deals and we are also highly companies wishing to restructure by
experienced in advising companies disposing of non-core assets at the highest
and black investment groups on BEE possible prices require similar support.
transactions and finance raising. Our highly dedicated and exclusive M&A
research resources are able to identify
We enjoy high levels of independence opportunities, locally and internationally
in relation to advisory and M&A and to provide input on trends and global
mandates, since our advice is distinct and transactions.
independent from financing.
Our direct line to both our African and
For those pursuing growth opportunities worldwide network immediately extends
or divestitures, our dedicated and exclusive clients scope of opportunity. Specialist
M&A research resources can identify advice at each critical stage of the
opportunities locally and internationally transaction from target identification,
through our global network, as well as investigation, structuring and financing, to
providing input on global trends to assist facilitating and negotiating the purchase
clients with their transactions. of target companies ensures that clients
gain maximum advantage.
For every deal, we can leverage the
strength of our international transactions Our integrated worldwide Corporate
network and we are also able to draw on Finance network, structured in industry
the full range of PwC services including groups, facilitates the identification of
due diligence, tax and other specialised potential deals in the international arena.
advisory services. Supporting clients through every step of a
transaction, we will review and value their
business, identify prospective purchasers,
and negotiate a transaction most suited to
their requirements that will maximise the
value to their business.
Appendices

Main Section
TOC TOC
Black economic lend money into transactions, we offer

independent advice as to the optimum
empowerment (BEE) funding appropriate for the transaction.
The planning and implementation of a
black economic empowerment (BEE) Corporate lead advisory
transaction is a unique and complex
process that requires a significant PwC Corporate Finance proactively assists,
investment of time and resources from advises and supports the development and
corporate entities, BEE partners, financiers implementation of corporate strategies.
and advisors. PwC is uniquely placed Many companies and individuals turn to
in having comprehensive experience us for help in shaping their businesses
in advising both entities seeking an and reviewing strategic objectives. We
appropriate empowerment partner and assist with developing financial models,
empowerment groups on strategic issues, conducting industry research and
and offering support in structuring determining optimal financial structures.
negotiations with prospective targets or
partners. Advice is geared to clients needs whether
to implement acquisition or rationalisation
Our credentials speak for themselves and strategies, to operate effectively within
over the years we have advised numerous regulatory regimes or to sharpen defences
leading South African and multinational against hostile bids.
companies in successfully implementing
long-term, sustainable empowerment In the current economic environment a
initiatives. In addition, as corporate number of enterprises are discovering
advisor to some of the most respected that they require advice on restructuring,
BEE individuals and consortiums in South reorganisation and unbundling as well as
Africa, we have built up a wide network attracting strategic equity partners.
of potential empowerment partners for
corporate South Africa. We have an experienced team to advise on
the strategic, commercial and legal aspects
As an independent advisor, we are able of these issues. Inward and outward
to take our clients through the process investment opportunities are also advised
of deciding the most appropriate on and we have significant capacity to
empowerment strategy, designing and apply the power of our multidisciplinary
structuring the partnership, identifying international resources, comprising
and negotiating with the best partners industry and service line experts, to
fitting the selected strategy, assisting contribute in this regard.
in the design and implementation of
a sustainable funding structure, and
delivering an appropriate, value enhancing
empowered organisation. As we do not
Appendices

Debt and Equity Capital Advisory Services (DECAS)
We pride ourselves on being product Positive changes in the market and/

agnostic, allowing the client the freedom or credit migration of the client
to choose the most appropriate products that should result in more attractive
and product supplier. We strive to achieve terms;
this by:
Existing providers of finance having
reached their industry/sector and/or
Focusing on the provision of
single borrower exposure limit, and
independent advice rather than the sale
needing to access additional or new
of funding and hedging solutions;
sources of finance; and/or
Identifying, sourcing and matching the
Facilities nearing maturity.
best available solutions and products to
the specific needs of our clients; and Restructuring of existing facilities as a
result of:
Breaking down the silos that exist
between and within the various product An event of default or potential event
suppliers in order to ensure that the of default;
best available solutions/products are
Deterioration in the creditworthiness
sourced from the most appropriate
of the client; and/or
suppliers.
Financial performance not expected
Typical services we provide include: to achieve forecast due to a number
of reasons (e.g. economic slowdown,
Raising of new finance as a result of
labour unrest, deterioration in
event-driven activities such as:
commodity prices).
Capital expansion;
Our general advisory offering also
Mergers & acquisitions; addresses treasury needs (including the
management of interest rate, currency,
Disposals;
credit and liquidity risk); disposal of
Dividend recapitalisations; banking portfolios; buy-back of debt and
assistance with ratings advisory.
Share buy-backs;
Introduction of a new shareholder; By acting as a pure client and private-side
and advisor, we do not negotiate/participate as
an actual counterparty to the transaction,
Special projects (property
allowing us to remain objective and
development, project and
provide an independent check and balance
infrastructure finance).
to our clients.
Refinancing of existing facilities as a
result of:
Event-driven activities as detailed
above;
Appendices

Main Section
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Business Recovery Services (BRS)
The survival of a business can be The range of interventions we

threatened by any sudden shift in offer extends from making firm
environment or weaknesses in finances recommendations to preparing business
and/or operations. There are many and restructuring plans, as well as
factors (such as market changes, implementation and monitoring support
strategic challenges, banking facility in achieving these plans. In aiming to
issues and operational disruptions) that preserve, enhance and realise value in
can contribute to a crisis and may be distressed businesses, we provide:
characterised by:
Review services, including independent
business reviews, cash flow reviews,
Severe underperformance;
contingency planning and more;
Solvency and liquidity issues;
Restructuring and turnaround
Declining earnings; and solutions, including advice,
development and implementation of
Increased borrowings to survive.
plans;
Our specialist advisors can identify the Business rescue services;
problem areas affecting a business and
Optimised exits;
resolve them quickly and efficiently. The
solutions offered are sensitive to the Cash and working capital management;
business and their employees and provide and
management and stakeholders with
Crisis stakeholder management.
in-depth and dynamic options based on
which to make informed decisions. Our team is here to support you every
step of the way with strategic and tactical
solutions.
Appendices

Infrastructure, Government and Utilities (IGU)
The IGU team provides leading-edge Public-private partnerships

advice, from strategy through to
transactions, in the areas of: Governments are under significant pressure
to improve public services and develop
Public-private partnerships;
infrastructure. This places an undue burden
Project finance; on government resources and public sector
Privatisations; and capital. Increasingly, the private sector
Smart procurement. is asked to provide capital and resources
through public-private partnerships (PPPs),
We provide independent financial advice, which take on many forms, including
ensuring a balance between conflicting concessions and joint ventures.
objectives and the best structured and
PPPs allow the public sector to achieve value
most competitive transactions for our
for money by accessing private sector capital,
clients.
resources and skills, thereby obtaining the
We focus on providing advice to either benefits of innovation, risk transfer and
government or private sector participants improved quality/service levels.
that achieves the objective of getting the
PPPs allow the government sector to develop
transaction completed, while optimising
in ways that are usually only associated with
the benefit to our clients.
the private sector, while private businesses
Our local and international advisory that enter into PPPs are opening themselves
experience covers numerous sectors, up to new growth opportunities and are
including: increasing their capacity for development.
Hospitality; We help governments undertake feasibility
Health; studies by scoping and developing projects
Education; and evaluating appropriate procurement
methodologies. By managing the
Power; procurement process, including negotiations
Mining; assistance, we ensure a timely financial close
Oil & gas; in accordance with legal and regulatory
Information and communications requirements. We also advise governments
technology, including on the principles and implementation of
telecommunications and convergence; PPPs.
Transport (road, rail, ports and public We assist the private sector with PPPs by
transport); and structuring deals, developing and modelling
Water and waste. the commercial and financial structures
for transactions, arranging finance and
providing advisory assistance from bid
submissions and clarification through to
financial close. In addition, we provide
Appendices
specialist commercial advice to BEE investors

participating in PPPs.
Main Section
TOC TOC
Privatisations Documentation development, including

an expression of interest (EOI), request
In order to privatise an asset successfully, for qualification (RFQ) and request for
governments often seek a reliable proposal (RFP) as appropriate for the
methodology. This may include: chosen procurement strategy;
Recognising local, cultural and Development of the evaluation criteria
economic conditions; and the contract term sheet;
Learning from international experience Process administration, including
and best practices; managing the bid process in such a
Developing an appropriate strategy and manner that the outcomes of the process
structure; and are able to withstand legal challenge;
Ensuring the procurement process is Bid evaluation by assisting with
competitive and fair. providing evaluation commentary and
assessments; and
PwC reconciles investors profit motives
Contract negotiations.
with the governments requirements for
political and financial transparency. For
governments, PwC can assist in ensuring Project finance
that these requirements are met and by Project finance relates to the limited
offering support and advice on developing recourse financing of public or private
the appropriate strategy and structure for infrastructure projects. Increasingly,
the privatisation transaction. governments and companies want to
Similarly, we advise private sector shelter their balance sheets and prefer to
investors, management and employees finance major projects on a stand-alone
on acquiring assets being privatised and basis. This is especially true for PPPs, but
assist in developing structures that access can be used for all infrastructure projects.
international and local funds, allowing for Funding for infrastructure projects is
a competitive bid. complex and presents specific challenges
that require specialist knowledge and
Smart procurement understanding to create appropriate
We provide procurement transaction finance structures to ensure that risks are
structuring and advice to the public dealt with effectively. The increasing need
sector for large and complex procurement for public sector infrastructure means
transactions that are not being procured that funding from the private sector is in
through PPPs, but which still require value- high demand. Investors are required to
adding commercial structuring. use sophisticated financial engineering to
secure PPPs with the public sector, which
We provide advice and assistance during all requires increasing levels of innovation.
aspects of the procurement process:
We provide independent advice and
Process development, including
assistance in developing and modelling
adopting the most appropriate
commercial and financial structures
procurement strategy for the relevant
for transactions, arranging the most
transaction. This also includes
appropriate and efficient mix of financing
determining the commercial structure
and closing each transaction by supporting
Appendices
of the transaction and the risk allocation

the negotiations to financial close.
and mitigation strategies;
Delivering Deal Value
This service offering is focused on can also be adapted and applied to

working with clients to ensure that the restructuring, disposal assistance, day-one
value they receive from their transactions readiness assessments and integration
is maximised. Services include post- health checks.
merger integration, divestiture and post-
acquisition improvements. Divestiture (carve-out)
The preparation of carve-out financial
Post-merger integration statements can be challenging as there
The primary aim of our post-merger is limited guidance covering their
integration service offering is to ensure composition. Moreover, the sellers
that clients achieve a timely and effective financial statements and the carve-
business integration. out financial statements may treat
the same item differently. As a result,
The post-deal integration process is about the preparation of carve-out financial
how synergies will be attained and how statements requires special attention to
the combined business will be stabilised to ensure that all of the assets and liabilities
preserve current value and ensure that the of the separate business have been
acquirer achieves the required return from properly identified, and that all relevant
the transaction. costs of doing business have been reflected
in the carve-out financial statements.
Our services, on a high level, include:
Planning an integration in order to We assist clients in following a structured
achieve day-one readiness; carve-out approach, giving specific
attention to the identification of what is in
Drawing up of integration plans (First and what is out, the treatment of shared
100-day plans) applying a holistic assets and services as well as identifying
multi-work stream approach (including dependencies on the larger entity or group.
finance and tax structuring, HR and
change management, IT, operations and
legal);
Post-acquisition
improvements
Challenging management on their
integration plans; Our post-acquisition improvement service
offering is aimed at attaining as well as
Project managing the planning and preserving deal value after the transaction
implementation of the plan; process has been concluded by ensuring
Coordinating the use of specialist skills potential issues identified during the
such as HR/change management and IT transaction process are timeously and
specialists from PwC; and appropriately dealt with.
Identifying the critical path of an We assist our clients with the provision
integration process. of appropriately skilled specialist
Appendices
resources to address potential issues while

Our post-merger integration methodology management focuses on business as usual.

Main Section
TOC TOC
Transaction Services
PwC Transaction Services assists Assessing risk factors and providing

companies with acquisitions, divestitures, guidance on the way the deal should be
strategic alliances and access to local and structured.
global capital markets.
We work with clients to leverage due
We see ourselves as deal process managers diligence findings in deal negotiations and
that help clients get deals done faster, with help them to maximise the benefits of their
less disruption and at a more attractive deals while managing risk effectively. We
price. Using cross-functional teams, we can assist with:
bring together all the relevant expertise
Mergers & acquisitions;
from across the firm, including tapping
into the firms vast industry sector Divestitures/disposals;
knowledge, both locally and globally.
Carve-outs;
We help clients maximise the return on Strategic alliances; and
their deals and manage associated risks.
Providing access to local and global
Our services add value by:
capital markets.
Assessing the target business relative to
the economic and operational objectives
of the client and the assumptions
underpinning the deal;
Assessing the basis of the transaction
and providing clients with analyses that
support their negotiations. We cover
areas such as issues affecting pricing,
sustainability and synergies; and
Appendices

Forensics
Our network of professionals includes Fraud risk consulting. Our proactive

forensic accountants, analysts, fraud solutions focus on:
investigators, forensic technologists
Control environment;
and anti-money laundering and legal
specialists. Working together, we Fraud risk assessment;
offer integrated accounting, financial,
Information and communication;
statistical, and forensic services to legal
and
firms and organisations.
Monitoring.
We provide services in four key areas:
Forensic technology solutions,
Expert accounting and dispute including:
resolution. Solutions we offer include:
Securing electronic evidence;
Damages quantification;
Investigating discrepancies or
Expert accounting; allegations involving computerised
systems and electronic data;
Expert determination;
Data recovery services; and
Valuation and business disputes; and
Data analytics.
Transaction and shareholder
disputes. Anti-money laundering. We provide
services including:
Forensic accounting and investigations.
We pursue a proven four-pronged Customer due diligence and all of its
strategy: elements (risk rating, EDD, SDD);
Minimising business disruptions, Suspicious and unusual activity and
financial loss and reputational transaction monitoring;
damage;
Regulatory reporting;
Identifying the perpetrators and
Records management (storage and
uncovering actionable evidence;
retrieval);
Tracing and retrieving stolen/
Governance and oversight (policies,
missing assets to as great an extent
governance reports);
as possible; and
Training tailored to organisational
Recommending and/or
roles (classroom, e-learning); and
implementing effective remedial
action to prevent future problems. Regulatory interaction models
(reporting and requests).
Appendices

Main Section
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Appendices

222 | Africa: A closer look at value: Valuation methodology survey 2014/15
Main
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Main

7th edition Southern Africa West Africa East Africa

Africa: A closer look at value

Africa: A closer look at value

Section 2: Investor interest in Africa:

Section 3: Southern Africa 36

Section 4: West Africa 92

Section 5: East Africa 140

Section 6: Infrastructure 188

Section 7: Appendices 200

PwC Corporate Finance | 1

The level of investor activity in Africa outside respondents home markets;

4 | Africa: A closer look at value Valuation methodology survey 2014/15

Areas covered include:

PwC Valuation & Economics team

PwC Corporate Finance | 5

6 | Africa: A closer look at value Valuation methodology survey 2014/15

PwC Corporate Finance | 7

PwCs African footprint

Algeria Libya Egypt

Mauritania Mali Niger Sudan

Guinea Nigeria South Ethiopia

Cent public Sudan

So Tom and Prncipe Gabon Rwanda

Services provided from PwC offices in

neighbouring territories Mauritius

8 | Africa: A closer look at value Valuation methodology survey 2014/15

We know that value goes beyond a single

With more than 400 partners and over 9 000 staff

PwC Corporate Finance | 9

Challenges and opportunities

Deal activity in Africa 14

12 | Africa: A closer look at value Valuation methodology survey 2014/15

In this survey, we wanted to test dealmakers perspectives on investment in Africa and

General deals activity in African markets;

PwC Corporate Finance | 13

14 | Africa: A closer look at value Valuation methodology survey 2014/15

General level of deal activity in Africa

5 or fewer 6 10 11 15 16 20 More than 20

The increase in deal activity in Africa from 2012 to 2014 is most

PwC Corporate Finance | 15

Q: During the past 12 months, how many valuation-related opportunities

Figure 2.2 Valuation-related opportunities investigated in African markets outside home

16 | Africa: A closer look at value Valuation methodology survey 2014/15

PwC Corporate Finance | 17

Figure 2.3 Level of investor interest in Africa

1 Low interest 2 3 4 5 High interest

Other African countries 18% 18% 30% 25% 9%

South Africa 4% 20% 40% 36%

BRIC 9% 13% 11% 31% 36%

US 9% 22% 38% 21% 10%

EU 5% 9% 30% 40% 16%

18 | Africa: A closer look at value Valuation methodology survey 2014/15

Results show a high level of investor

PwC Corporate Finance | 19

Southern East West Total

Ghana Nigeria Tanzania Mauritius Zambia

20 | Africa: A closer look at value Valuation methodology survey 2014/15

In addition to the traditional investment