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Sathapana, Ltd.

Sell-side advisory in the sale of 95.1% stake of Cambodia's third largest microfinance institution


YEARS

2012

CLIENT DESCRIPTION

FMO is the Dutch development bank and Triodos-Doen is one of the four microfinance funds under management of Triodos Investment Management, a globally recognised leader in impact investing and a wholly-owned subsidiary of Triodos Bank, one of the world’s leading sustainable banks.

CLIENT'S OBJECTIVE

Responsibly exit their ownership stakes in Sathapana. Sathapana had reached a level of maturity in footprint, governance, risk management and performance where it was appropriate to transfer ownership to a private sector financial institution that shared a commitment to Sathapana's mission.

Results

BUSINESS RESULTS

The quality of the offers and the sale process was ultimately reflected in the fact that all remaining shareholders decided to join the process, resulting in the successful sale of a majority equity stake of 95.1% to Maruhan Japan Bank Plc, with a put/call option also arranged for the remaining equity held by the founding NGO.

Maruhan Japan Bank is a long term strategic shareholder in Sathapana, and has the resources and capability to significantly grow Sathapana in a sustainable and responsible manner, whilst retaining the commitment  to its original mission.

Sathapana’s senior management remained in place and are highly valued by Maruhan Japan Bank. Local board members also remained, and all debt providers maintained their funding.

SOCIAL & ENVIRONMENTAL OUTCOMES:

Sathapana continues to have capital to grow and retain its poverty reduction mission while the two exiting shareholders would be positioned to invest in other mission-oriented financial institutions should that be their strategy.

Activities

Managed and structured the equity sale process, including advising clients on non-financial criteria for selecting bidders (especially mission alignment), preparing marketing materials, managing the due diligence and bidding processes, supporting negotiations and coordinating with legal counsel to ensure completion of all regulatory requirements.

Tapped our network of investors to bring interested parties to the table.

Assisted in managing interactions amongst all stakeholders including investors, shareholders, board members, senior managers, regulators and third parties.

Guided the client through specific shareholder rights, including Right of First Refusal and Tag Along.

LEARNINGS

Establishing a good relationship with the National Bank of Cambodia (Cambodia’s financial regulatory body) allowed Enclude Capital to develop a comprehensive understanding of the regulatory closing process for such transactions. This experience has placed Enclude Capital in good stead for future transactions in Cambodia and the South-East Asian region as a whole.


Cambodia