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Commentary on Financial Performance For the Quarter Ended 30th June 2019


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MTN EXTENSION PRESS RELEASE

PUBLIC ANNOUNCEMENT

(Made pursuant to Regulation 19 and Paragraph a. 01(b) of the Fifth Schedule of the Capital Markets (Securities) (Public Offers Listings and Disclosures) Regulations 2002 and Paragraph 17 of Schedule 2 to the Trust Deed dated 19th July 2012)

At a meeting of the holders (the Noteholders) of the Kshs. 1,520,000,000.00 Medium Term Notes issued by the Bank pursuant to the Trust Deed dated 19th July 2002 (the Notes) held on Tuesday 3rd September 2019 at 10.00 a.m. at the CROWNE PLAZA HOTEL NAIROBI, the Noteholders PASSED the following Extra Ordinary Resolutions relating to a Reserved Matter:

  1. THAT the Pricing Supplement (issued pursuant to the Information Memorandum dated 19th July 2012 and the Notes Trust Deed dated 19th July 2012 for purposes of specifying the relevant issue details of the Notes including but without limitation the Maturity Date and Interest Payment Dates) be amended (with effect from 22nd July 2019 0000hrs) as follows:
    1. Paragraph 8 of the Pricing Supplement is amended by deleting the Maturity Date of “22nd July 2019” and replacing it with the following new Maturity Date: “22nd October 2019”;
    2. Paragraph 15 (Fixed Rate Note Provisions) of the Pricing Supplement under sub-heading “Interest Payment Dates” is amended by the insertion thereto of the following additional Interest Payment Date: Tuesday, October 22, 2019;
    3. Paragraph 15 (Fixed Rate Note Provisions) of the Pricing Supplement under the sub-heading “Determination Dates” is amended by the insertion thereto of the following additional Determination Date: Tuesday, October 22, 2019;
    4. Paragraph 16 (Floating Rate Note Provisions Relating only to Senior Notes) of the Pricing Supplement under the sub-heading “Interest Period” is amended to read as follows:
      1. Interest Period Monday, 30th July 2012- Monday July 22, 2019- 182 day; Tuesday, July 23, 2019- Tuesday October 22, 2019- 91 day
    5. Paragraph 16 (Floating Rate Note Provisions Relating only to Senior Notes) of the Pricing Supplement under the sub-heading “Specified Interest Payment Dates” is amended by the insertion thereto of the following additional Interest Payment Date: Tuesday, October 22, 2019;
    6. Paragraph 16 (Floating Rate Note Provisions Relating only to Senior Notes) of the Pricing Supplement under the sub-heading “Manner in which the Rate of Interest is/are to be determined” is amended to read as follows:

      Interest Period: Monday, July 30, 2012- Monday July 22, 2019- 182 day
      The Kenyan Government 182-day Treasury bill rate, re-priced semi-annually, plus the Margin, applied to the following Interest Period. The average of the Kenyan Government 182-day Treasury bill rate will be the published rate from the weekly auction held by the Central Bank of Kenya 1 week preceding the Interest Period.

      Interest Period: Tuesday, July 23, 2019- Tuesday October 22, 2019- 91 day
      The Kenyan Government 91-day Treasury bill rate, re-priced quarterly, plus the Margin, applied to the following Interest Period. The average of the Kenyan Government 91-day Treasury bill rate will be the published rate from the weekly auction held by the Central Bank of Kenya 1 week preceding the Interest Period.

    7. Paragraph 21 (Redemption Dates) is amended by the deletion of the date 22nd July 2019 as the Redemption Date of the Senior Notes and replacing it with 22nd October 2019, as the new Redemption Date of the Senior Note. Further, the Redemption Date of the fifth and last installment of the Subordinated Notes, being 22nd July 2019, is deleted and replaced with 22nd October 2019, being the new Redemption Date of the fifth and last installment of the Subordinated Notes
  2. THAT consequent to the amendment of the Pricing Supplement pursuant to the above resolution: (a) the Maturity Dates of the Senior and Subordinated Notes; (b) the Interest Payment Dates and the Determination Dates of the Fixed Senior and Subordinated Notes; (c)  the Interest Period and the Specified Interest Payment Date of the Floating Rate Notes; (d) the Manner in which the Rates of Interest of the Floating Rate Notes is/are to be determined;  and the (e)  Redemption Dates of the Senior and Subordinated Notes issued by the Issuer were accordingly revised with effect from 22nd July 2019 0000hrs.

The Noteholders further authorized the Issuer to take all such actions as are necessary to give effect to the resolutions above.

Dated this 4th day of September, 2019
Wakonyo Igeria
Company Secretary
Consolidated Bank of Kenya Limited

DOWNLOAD: MTN EXTENSION PRESS RELEASE 

NOTICE OF MEETING OF NOTEHOLDERS OF MEDIUM-TERM NOTES ISSUED BY CONSOLIDATED BANK OF KENYA LIMITED (“THE NOTES”)

NOTICE OF MEETING OF NOTEHOLDERS OF MEDIUM-TERM NOTES ISSUED BY CONSOLIDATED BANK OF KENYA LIMITED (“THE NOTES”)

(Issued Pursuant to Clause 6 of the Notes Trust Deed dated 19th July 2012 and Paragraphs 1, 4 & 5 of the Second Schedule thereto)

To:

  1. All Noteholders, Consolidated Bank of Kenya Limited, Medium Term Notes Programme;
  2. Note Trustee
  3. Notes Agents
  4. Note Registrar

Dear Sirs/Madam,

NOTICE IS HEREBY GIVEN that a Meeting of Noteholders in the above mentioned Note Programme issued by Consolidated Bank of Kenya Limited (“CBKL”/”the Issuer) shall be held on Tuesday 3rd September 2019 at 10.00 a.m. at the CROWNE PLAZA HOTEL NAIROBI to transact the following business:

AGENDA

  1. To table the proxies and note the presence of a quorum.
  2. Issuer’s update on the capitalization process.
  3. To consider and if thought fit to pass the following resolutions as Extra-Ordinary Resolutions relating to a Reserved Matter:
    1. THAT in view of the proposal by the Issuer for the extension of the Maturity Date of the Notes from 22nd July 2019 to 22nd October 2019, the Pricing Supplement (issued pursuant to the Information Memorandum dated 19th July 2012 and the Notes Trust Deed dated 19th July 2012 for purposes of specifying the relevant issue details of the Notes including but without limitation the Maturity Date and Interest Payment Dates) be and is hereby amended (with effect from 22nd July 2019 0000hrs) as follows:
      1. Paragraph 8 of the Pricing Supplement is amended by deleting the Maturity Date of “22nd July 2019” and replacing it with the following new Maturity Date: “22nd October 2019”;
      2. Paragraph 15 (Fixed Rate Note Provisions) of the Pricing Supplement under sub-heading “Interest Payment Dates” is amended by the insertion thereto of the following additional Interest Payment Date: Tuesday, October 22, 2019;
      3. Paragraph 15 (Fixed Rate Note Provisions) of the Pricing Supplement under the sub-heading “Determination Dates” is amended by the insertion thereto of the following additional Determination Date: Tuesday, October 22, 2019;
      4. Paragraph 16 (Floating Rate Note Provisions Relating only to Senior Notes) of the Pricing Supplement under the sub-heading “Interest Period” is amended to read as follows:
      5. Interest Period Monday, 30th July 2012- Monday July 22, 2019- 182 day; Tuesday, July 23, 2019- Tuesday October 22, 2019- 91 day
      6. Paragraph 16 (Floating Rate Note Provisions Relating only to Senior Notes) of the Pricing Supplement under the sub-heading “Specified Interest Payment Dates” is amended by the insertion thereto of the following additional Interest Payment Date: Tuesday, October 22, 2019;
      7. Paragraph 16 (Floating Rate Note Provisions Relating only to Senior Notes) of the Pricing Supplement under the sub-heading “Manner in which the Rate of Interest is/are to be determined” is amended to read as follows:Interest Period: Monday, July 30, 2012- Monday July 22, 2019- 182 dayThe Kenyan Government 182-day Treasury bill rate, re-priced semi-annually, plus the Margin, applied to the following Interest Period. The average of the Kenyan Government 182-day Treasury bill rate will be the published rate from the weekly auction held by the Central Bank of Kenya 1 week preceding the Interest Period.

        Interest Period: Tuesday, July 23, 2019- Tuesday October 22, 2019- 91 day

        The Kenyan Government 91-day Treasury bill rate, re-priced quarterly, plus the Margin, applied to the following Interest Period. The average of the Kenyan Government 91-day Treasury bill rate will be the published rate from the weekly auction held by the Central Bank of Kenya 1 week preceding the Interest Period.

      8. Paragraph 21 (Redemption Dates) is amended by the deletion of the date 22nd July 2019 as the Redemption Date of the Senior Notes and replacing it with 22nd October 2019, as the new Redemption Date of the Senior Note. Further, the Redemption Date of the fifth and last installment of the Subordinated Notes, being 22nd July 2019, is deleted and replaced with 22nd October 2019, being the new Redemption Date of the fifth and last installment of the Subordinated Notes.
    2. THAT consequent to the amendment of the Pricing Supplement pursuant to the above resolution:
      1. the Maturity Dates of the Senior and Subordinated Notes;
      2. the Interest Payment Dates and the Determination Dates of the Fixed Senior and Subordinated Notes;
      3. the Interest Period and the Specified Interest Payment Date of the Floating Rate Notes;
      4. the Manner in which the Rates of Interest of the Floating Rate Notes is/are to be determined; and the
      5. Redemption Dates of the Senior and Subordinated Notes issued by the Issuer be and are hereby accordingly revised with effect from 22nd July 2019 0000hrs.
    3. THAT the Issuer and the Note Trustee be and are hereby instructed and authorized to take all such actions as are necessary to give effect to the resolutions above :
  4. Any other business which incidental to the foregoing, which may be admitted in accordance with the terms of the Trust Deed.

Dated this 7th day of August, 2019
Wakonyo Igeria
Company Secretary
Consolidated Bank of Kenya Limited

NB:

Participation in the Meeting and conduct of the meeting shall be in accordance with the Regulations for Meetings of Noteholders contained in Schedule 2 to the Trust Deed.

A Noteholder may attend in person or by proxy. Completed Proxy Forms must reach the Notes Registrar, Image Registrars Limited, (by email or hardcopy) not later than 5.00 p.m., Thursday 29th August 2019.

The address of the Notes Registrar for this purpose is

Image Registrars Limited
Barclays Plaza, 5th Floor
Loita Street
P.O BOX 9287-00100,
NAIROBI
Email: info@image.co.ke

A copy of this Notice, the Proxy Form and the proposed revised Pricing Supplement can be obtained from www.consolidated-bank.com

Download: Notice of Bondholders Meeting

Download: CBKL Bond Proxy Form – FINAL 07 08 2019

Download: BOND Amended Pricing Supplement – FINAL 07 08 2019

NOTICE OF THE ANNUAL GENERAL MEEETING

NOTICE IS HEREBY GIVEN THAT THE TWENTY SEVENTH ANNUAL GENERAL MEETING OF THE COMPANY WILL BE HELD AT THE CROWNE PLAZA HOTEL NAIROBI ON THURSDAY 27TH JUNE 2019 AT 12:00 NOON.

 AGENDA

  1. 1. To table the proxies and note the presence of a quorum.
  2. 2. To read the notice convening the meeting.
    3. To confirm;-

    • a) The minutes of the Twenty Sixth Annual General Meeting held on the 25th July 2018.
    • b) The minutes of the Extra Ordinary General Meeting held on 30th November 2018.
  1. 4. To consider and, if approved, adopt the Annual Report and Financial Statements of the Company for the year ended 31st December 2018, together with the Directors` and Auditors` report thereon.
  1. 5. To approve the remuneration of Directors Remuneration Report for the year ended 31 December 2018.
    6. To elect Directors:

    • a) Dr. Charles W. Iyaya retires from the Board under the terms of Article 115 of the Articles of Association, and being eligible, offers himself for re-election.
    • b) Hon. Yusuf K. Chanzu retires from the Board under the terms of Article 115 of the Articles of Association, and being eligible, offers himself for re-election.
    • c) Dr. Kennedy N. Otiso retires from the Board under the terms of Article 115 of the Articles of Association, and being eligible, offers himself for re-election.
    • d) Dr. Nathan K. Psiwa retires from the Board under the terms of Article 115 of the Articles of Association, and being eligible, offers himself for re-election.
    • e) Ms. Miriam J. Cherogony retires from the Board under the terms of Article 115 of the Articles of Association, and being eligible, offers herself for re-election.
  1. 7. To reappoint Ernst &Young Certified Public Accountants, as auditors of the Company, and to authorize the Directors to fix the auditors` remuneration for 2019.
  1. 8. To transact any other business that may be transacted at the Annual General Meeting.

BY ORDER OF THE BOARD

 

WAKONYO IGERIA

COMPANY SECRETARY 

NB: 

  1. 1. In accordance with Section 298 as read with Section 299(1) of the Companies Act No.17 of 2015, a member is entitled to appoint a proxy to exercise all or any of the member’s rights to attend and to speak and vote at the meeting. A member that has a share capital may appoint more than one proxy for the meeting provided each proxy is appointed to exercise the rights attached to a different share or different shares held by the member.
  2. 2. A proxy form is provided with this notice. Shareholders who do not purpose to be at the annual general meeting are requested to complete and return the form to the Company Secretary at Consolidated Bank House, Koinange Street or be posted at P.O Box 51133 00200 Nairobi not later than 48 hours before the meeting.
  3. 3. The summarized financial statements for the period under review published in accordance with the Banking Act (Cap 488) are available on the Bank’s website (www.consolidated-bank.com). A copy of the Audited Financial Statements will be posted/delivered to the eligible persons as soon they are signed off by the Auditor General.

DOWNLOAD: NOTICE AND AGENDA FOR AGM 2019

SHAREHOLDERS APPROVE KSHS 3.5 BILLION NEW PREFERENCE SHARES

On 30th November 2018 the Shareholders at the recommendation of the Board of Directors of Consolidated Bank of Kenya (CBKL) approved a number of resolutions authorising the Directors of the Bank to allot up to Kshs 3.5 billion New Preference Shares to an Investor who is yet to be identified.

The open and competitive process of identifying an Investor is to commence immediately via Expressions of Interest (EOI) as the first stage.

“CBKL is implementing a Balance Sheet Reorganisation Strategy as a precursor to the implementation of a future Privatization Strategy”, said Dr. Charles Iyaya, Chairman, CBKL.

“Kshs 3.5 billion has been targeted to address various requirements for CBKL as per our Compliance Strategy, Funding Strategy and Growth Strategy”, said Mr Thomas Kiyai, CEO, CBKL.

The Growth Strategy envisions delivering a refreshing customer experience to the tens of thousands of its loyal customers across in its’ 17 branch network and with the technology driven platforms, CBKL shall be poised to entice thousands of new customers via nnovative products and services.

The Directors appointed in the 3rd quarter of this year are keen to see CBKL turnaround and improve on all its operational and regulatory performance.

The above Balance Sheet Reorganization has been achieved due to the diligence of the Privatization Commission and the overall support of the National Treasury which currently commands 85.8 shareholding.

Consolidated Bank remains stable and committed to meet its regulatory obligations as well as delivering best-in-class service to its valued customers. Ends.

Download Press Release

REVIEW OF PROPOSED NOTICE AND AGENDA AND DIRECTORS STATEMENT FOR CONSOLIDATED BANK EGM

CONSOLIDATED BANK OF KENYA LIMITED

(C. 18/2011)

 NOTICE OF A GENERAL MEETING

 NOTICE IS HEREBY GIVEN OF A GENERAL MEETING OF THE CONSOLIDATED BANK OF KENYA LIMITED TO BE HELD ON FRIDAY THE 30TH  DAY OF NOVEMBER 2018 AT 11.30  A.M. AT FIRST FLOOR CONSOLIDATED BANK HOUSE, NAIROBI TO TRANSACT THE FOLLOWING BUSINESS:

 AGENDA

 ORDINARY BUSINESS

 

  1. To table the proxies and note the presence of a quorum.
  2. To read the notice convening the meeting.

SPECIAL BUSINESS

  1. To consider and, if thought fit, pass the following resolutions as SPECIAL RESOLUTIONS:

a) THAT pursuant to Sections 404 and 520 of the Companies Act, No 17 of 2015 (“the Act”) and Article 7 of the Articles of Association of the Company, the share capital of the company be increased by an amount of Kenya Shillings Three Billion Five Hundred Million (Kshs. 3,500,000,000.00) by the creation of One Hundred and Seventy Five Million (175,000,000) Redeemable Cumulative Preference Shares of Kenya Shillings Twenty (KSH.20.00) each (“the New Preference Shares

b) THAT in accordance with section 329 of the Act, the directors of the Company be authorised to allot the New Preference Shares in the Company up to an aggregate nominal amount of Kenya Shillings Three Billion  Five Hundred Million (KShs 3,500,000,000.00) provided that this authority shall, unless renewed, varied or revoked by the Company, expire five years from the date of this Resolution save that the Company may, before such expiry, make an offer or agreement which would or might require the New Preference shares to be allotted and the directors may allot the New Preference  shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

c) THAT in accordance with section 348 of the Act and the authority conferred by Resolution (b) above and subject to obtaining all necessary approvals, the directors be and are hereby authorized to allot the New Preference Shares to an Investor who is ready, willing and able and who has been selected in accordance with applicable laws to subscribe for the New Preference Shares  on such terms as the Directors shall determine as if Section 338 of the Act and Article 53 of the Articles  of Association of the Company  (requiring the exercise of pre-emption rights) did not apply to any such allotment.

d) THAT in accordance with section 521 of the Act and Article 7 of the Articles of Association of the Company, the directors be and hereby authorized to determine the special rights, terms, conditions or restrictions of the New Preference shares.

e) THAT the Directors of the Company be and hereby authorized to do all acts and things necessary, and prepare and sign all necessary documentations and returns consequent upon and to effect these resolutions.

  1. To transact any other business which may legally be transacted at an Extra Ordinary General Meeting.

 Dated at Nairobi this 05th day of November 2018

 BY ORDER OF THE BOARD

WAKONYO IGERIA

Company Secretary

 

NB: In accordance with Section 298 as read with Section 299(1) of the Companies Act No.17 of 2015, a member is entitled to appoint a proxy to exercise all or any of the member’s rights to attend and to speak and vote at the meeting. A member that has a share capital may appoint more than one proxy for the meeting provided each proxy is appointed to exercise the rights attached to a different share or different shares held by the member. A proxy form is provided with this Notice.

 The form of proxy should be returned to the Company Secretary, at P.O BOX 51133 00200, Nairobi, to arrive not later than 48hours before the meeting

 

Download The EGM Notice

CORRIGENDUM TO THE NOTICE OF ANNUAL GENERAL MEETING

We draw your kind attention to the NOTICE dated 2nd July 2018 calling for the Annual General Meeting of the Company to be held on 25th July 2018 at the Crowne Plaza Hotel in Nairobi from 12.30 pm in respect of Items 8 (a), 8 (b) and 8 (c) under the title of SPECIAL BUSINESS which proposed an increase in nominal capital of the Company by way of Ordinary Resolution as well as the allotment of shares to the National Treasury.

To take into account all the enabling provisions of the Companies Act No. 17 of 2015, the Directors wish to amend Item 8 to read as follows:

SPECIAL BUSINESS

  1. To consider and, if thought fit, pass the following resolutions:

 AS ORDINARY RESOLUTION

a) THAT in accordance with section 329 of the Companies Act 2015 (“the Act”), the directors of the Company be authorised to allot shares in the Company or grant rights to subscribe for or to convert any security or existing debt into shares in the Company (“Rights”) up to an aggregate nominal amount of Kenya shillings Five Hundred Million (KShs 500,000,000.00) provided that this authority shall, unless renewed, varied or revoked by the Company, expire five years from the date of this Resolution save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted and the directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

AS SPECIAL RESOLUTION

b) THAT pursuant to Section 404 of the Act, the share capital of the company be increased by an amount of Kenya Shillings Five Hundred Million made up of Twenty Fifty Five Million (25,000,000) Ordinary Shares of Kenya Shillings Twenty (KSH.20.00) such shares ranking pari pasu with the existing ordinary shares (“the New Shares”), and in accordance with section 348 of the Act and the authority conferred by Resolution (a) above, the directors be and hereby authorized to allot the New Shares (credited as fully paid) to the National Treasury in consideration of the sum of Kenya Shillings Five Hundred Million (Kshs. 500,000,000.) already paid by the National Treasury to the Company as if section 338 of Act (requiring the exercise of pre-emption rights), did not apply.

The amended notice of Annual General Meeting is attached hereto.

Dated at Nairobi this 17th day of July 2018

BY ORDER OF THE BOARD

Download Corrigendum to Notice (PDF)


 

AMENDED NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE TWENTY SIXTH ANNUAL GENERAL MEETING
OF THE COMPANY WILL BE HELD AT THE CROWNE PLAZA HOTEL NAIROBI ON
WEDNESDAY, 25TH JULY 2018, AT 12.30 P.M. TO TRANSACT THE FOLLOWING BUSINESS:-

AGENDA

ORDINARY BUSINESS

 1.   To table the proxies and note the presence of a quorum.

2.   To read the notice convening the meeting.

3.  To confirm the minutes of the Twenty Fifth Annual General Meeting held on the 27th July 2017.

4.  To receive, consider and, if approved, adopt the audited balance sheet and Accounts of the Company for the year ended 31st December 2017, together with the Directors` and Auditors` report thereon.

5.  To authorize the board to fix the Directors` remuneration.

6.  To elect Directors :

a) Dr. Raymond O. Omollo retires by rotation in accordance with Article 112 as read with Article 114 of the Articles of Association, and being eligible, offers himself for re-election.

b) Mr. Joseph Kipketer Koskey retires from the Board by rotation in accordance with Article 112 as read with Article 114 of the Articles of Association, and being eligible, offers himself for re-election.

7.     To appoint Ernst & Young, as auditors of the Company pursuant to Section 721 (1) & (2) of the Companies Act, 2015, and to authorize the Directors to fix the auditors`  remuneration for 2018

SPECIAL BUSINESS

8.    To consider and, if thought fit, pass the following resolutions:

AS ORDINARY RESOLUTION

a) THAT in accordance with section 329 of the Companies Act 2015 (“the Act”), the directors of the Company be authorised to allot shares in the Company or grant rights to subscribe for or to convert any security or existing debt into shares in the Company (“Rights”) up to an aggregate nominal amount of Kenya shilling Five Hundred Million (KShs 500,000,000.00) provided that this authority shall, unless renewed, varied or revoked by the Company, expire five years from the date of this Resolution save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be alloted or Rights to be granted and the directors may allot shares or grant Rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

AS SPECIAL RESOLUTION

b) THAT pursuant to Section 404 of the Act, the share capital of the company be increased by an amount of Kenya Shillings Five Hundred Million made up of Twenty Fifty Five Million (25,000,000) Ordinary Share of Kenya Shillings Twenty (KSH.20.00) such shares ranking pari pasu with the existing ordinary shares (“the New Shares”), and in accordance with section 348 of the Act and the authority conferred by Resolution (a) above, the directors be and hereby authorized to allot the New Shares (credited as fully paid) to the National Treasury in consideration of the sum of Kenya Shillings Five Hundred Million (Kshs. 500,000,000.) already paid by the National Treasury to the Company as if section 338 of Act (requiring the exercise of pre-emption rights) did not apply.

 

9.    To transact any other business that may be transacted at the Annual General Meeting.

Dated at Nairobi this 17th  day of July 2018

BY ORDER OF THE BOARD

Download: Amended AGM Notice (PDF)