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Question 1b

Mlima Co is a private company involved in aluminium mining. About eight years ago, the company was bought out by its management and employees through a leveraged buyout (LBO). Due to high metal prices worldwide, the company has been growing successfully since the LBO.

However, because the company has significant debt borrowings with strict restrictive covenants and high interest levels, it has had to reject a number of profitable projects. The company has currently two bonds in issue, as follows:

A 16% secured bond with a nominal value of $80m, which is redeemable at par in five years. An early redemption option is available on this bond, giving Mlima Co the option to redeem the bond at par immediately if it wants to; and A 13% unsecured bond with a nominal value of $40m, which is redeemable at par in ten years.

Mlima Co’s Board of Directors (BoD) has been exploring the idea of redeeming both bonds to provide it with more flexibility when making future investment decisions. To do so, the BoD has decided to consider a public listing of the company on a major stock exchange. It is intended that a total of 100 million shares will be issued in the newly-listed company.

From the total shares, 20% will be sold to the public, 10% will be offered to the holders of the unsecured bond in exchange for redeeming the bond through an equity-for-debt swap, and the remaining 70% of the equity will remain in the hands of the current owners. The secured bond would be paid out of the funds raised from the listing.

The details of the possible listing and the distribution of equity were published in national newspapers recently. As a result, potential investors suggested that due to the small proportion of shares offered to the public and for other reasons, the shares should be offered at a substantial discount of as much as 20% below the expected share price on the day of the listing. 

Mlima Co, financial information

It is expected that after the listing, deployment of new strategies and greater financial flexibility will boost Mlima Co’s future sales revenue and, for the next four years, the annual growth rate will be 120% of the previous two years’ average growth rate.

After the four years, the annual growth rate of the free cash flows to the company will be 3•5%, for the foreseeable future. Operating profit margins are expected to be maintained in the future.

Although it can be assumed that the current tax-allowable depreciation is equivalent to the amount of investment needed to maintain the current level of operations, the company will require an additional investment in assets of 30c per $1 increase in sales revenue for the next four years.

Once listed, Mlima Co will be able to borrow future debt at an interest rate of 7%, which is only 3% higher than the risk-free rate of return. It has no plans to raise any new debt after listing, but any future debt will carry considerably fewer restrictive covenants. However, these plans do not take into consideration the Bahari project (see below).

Bahari Project

Bahari is a small country with agriculture as its main economic activity. A recent geological survey concluded that there may be a rich deposit of copper available to be mined in the north-east of the country.

This area is currently occupied by subsistence farmers, who would have to be relocated to other parts of the country. When the results of the survey were announced, some farmers protested that the proposed new farmland where they would be moved to was less fertile and that their communities were being broken up.

However, the protesters were intimidated and violently put down by the government, and the state-controlled media stopped reporting about them. Soon afterwards, their protests were ignored and forgotten.

In a meeting between the Bahari government and Mlima Co’s BoD, the Bahari government offered Mlima Co exclusive rights to mine the copper. It is expected that there are enough deposits to last at least 15 years.

Initial estimates suggest that the project will generate free cash flows of $4 million in the first year, rising by 100% per year in each of the next two years, and then by 15% in each of the two years after that. The free cash flows are then expected to stabilise at the year-five level for the remaining 10 years.

The cost of the project, payable at the start, is expected to be $150 million, comprising machinery, working capital and the mining rights fee payable to the Bahari government. None of these costs is expected to be recoverable at the end of the project’s 15-year life.

The Bahari government has offered Mlima Co a subsidised loan over 15 years for the full $150 million at an interest rate of 3% instead of Mlima Co’s normal borrowing rate of 7%. The interest payable is allowable for taxation purposes.

It can be assumed that Mlima Co’s business risk is not expected to change as a result of undertaking the Bahari project.

At the conclusion of the meeting between the Bahari government and Mlima Co’s BoD, the president of Bahari commented that working together would be like old times when he and Mlima Co’s chief executive officer (CEO) used to run a business together.

Other Information

Mlima Co’s closest competitor is Ziwa Co, a listed company which mines metals worldwide. Mlima Co’s directors are of the opinion that after listing Mlima Co’s cost of capital should be based on Ziwa Co’s ungeared cost of equity. Ziwa Co’s cost of capital is estimated at 9•4%, its geared cost of equity is estimated at 16•83% and its pre-tax cost of debt is estimated at 4•76%.

These costs are based on a capital structure comprising of 200 million shares, trading at $7 each, and $1,700 million 5% irredeemable bonds, trading at $105 per $100. Both Ziwa Co and Mlima Co pay tax at an annual rate of 25% on their taxable profits.

It can be assumed that all cash flows will be in $ instead of the Bahari currency and therefore Mlima Co does not have to take account of any foreign exchange exposure from this venture.

Required:

Discuss the possible impact on, and response of, Mlima Co to the following ethical issues, with respect to the Bahari project:

(i) The relocation of the farmers; and 
(ii) The relationship between the Bahari president and Mlima Co’s chief executive officer.

Note: The total marks will be split equally between each part. (8 marks)