Article Index

Statement of Relevant Recent Experience (2000 to Date)

Looking at a cross-section of assignments undertaken by the company or its senior staff best summarizes CORE´s expertise over the past 5 years:

• During July/August 2004) we were Joint Sponsoring Brokers to the IPO of TanzaniteOne Limited on the Alternative Investment Market (AIM) of the London Stock Exchange. Working with William de Broe PLC (licensed brokers of the London Stock Exchange), we were able to attract a number of selected Tanzanian investors to participate in the IPO following special foreign exchange control dispensation.

• We were Sponsoring Brokers to the BIDCO 5-year Bond that listed on 17th February 2004. The Issuer is the Tanzanian subsidiary of the leading manufacturer of soaps and edible oils in East Africa, headquartered in Nairobi. The bond raised T Shs 10 billion, with investors choosing between a fixed coupon (benchmarked 30 basis points above the yield of the justpassed 5-year Treasury bond) and a floating rate (benchmarked 60 bps above the 182-day treasury bills´ yield current at date of payment). Guaranteed by Barclays Bank PLC fully as to interest and principal, this was the first truly private sector corporate bond (the others were Treasury bonds or else those of the regional banks EADB and PTA Bank).

CORE Securities Limited - leading brokerage and provider of investment advisory services• We were the IPO Lead Advisor of DAHACO - the Dar es Salaam Airports Handling Company. We led a team comprising the Legal Advisor, Reporting Accountant, Lead Receiving Bank, three receiving banks, a PR Consultant and the Lead Sponsoring Broker in addition to the Company´s own advisors. Along with this coordination role, we made specific inputs in the valuation of the Company´s shares, structuring of the Prospectus and the financial inputs to the Employees´ Share Option Scheme that set aside 5% of the IPO for employees. The IPO (launched on 22nd April 2003, listed on 3 June 2003) was a resounding success: it was oversubscribed 700%, and achieved a 3-fold price appreciation within the first three weeks of secondary trading.

• We were the Co-Sponsoring Broker for the TCC and SIMBA IPO´s. We played a particular role in structuring the Prospectus with respect to the IPO price of SIMBA and the subsequent road-shows for TCC to gauge the impact of various pro-rata sharing schemes once it was discovered that the IPO was oversubscribed.

• We have designed the COREDEX Average Index and the COREDEX Composite Index to track the performance of the Dar es Salaam Stock Exchange, modelled on international stock market indices. These definitive benchmarks are used to serve our clients but are also available by arrangement for use by other fund managers. The Composite Index is a key part of the design and performance assessment of the Akiba Unit Trust (see below)for regulatory reporting.

• We have developed the Akiba Unit Trust that comprises three funds: an income fund, capitalisation fund and a managed fund. It has already been submitted to the Capital Markets and Securities Authority for approval; all sponsors have been identified and CORE as the Manager has already developed appropriate unit trust registrar and management software.

• For 3 years from November 2000 until it was closed in June 2003, we were advising the Privatisation Trust in the position of Acting Manager. Our role was in the preparation and implementation of divestment plans for the shares that the Trust will acquire from the sale of former parastatals to strategic investors. The PT was enacted by Parliament to warehouse all the shares that remain in Government hands after a parastatal has been privatized, up to 30% of the equity. In the divestment plans, our role is to identify the most effective means for the PT to divest these shares to ordinary citizens of Tanzania to achieve widespread share ownership. It has since been transformed into the Unit Trust of Tanzania, a sort of mutual fund manager in the style of the Unit Trust of India (UTI).

• We were appointed by Shield Resources Limited, a private sector investor with interests in exploration and mining, to be the Sponsoring Broker for a private placement to raise funds for a pre-full feasibility. Licenses had been acquired in a goldmining area in the South-west of Tanzania and the Prospectus involved a South African merchant bank as Lead Advisor, an international firm of auditors as reporting accountants and an international firm of geologists. We were able to persuade the Regulators to adopt Australian requirements for the Prospectus - in the absence of local rules that are “user-friendly’ to mining and exploration business. In the end, we adopted the JORC Code generally used in mining-intensive economies like Australia, Canada and South Africa.

• For the World Bank and the DFID (of the UK) – we participated in the Country Financial Accountability Assessment (CFAA) Project that prepared a primer on all facets of financial management and public accountability in the country. The report was presented to and approved by the Government and its development partners and donors as the basis for national accountability, we provide inputs on financial accounting standards; corporate governance; Business Licensing and Registration; the banking sector; the insurance sector; the NGO sector; and capital markets.

• For the Parastatal Sector Reform Commission (PSRC, from 1998 to date), we have carried numerous Privatisation, Restructuring and Valuation Studies: Motor Mart, Printpak, Coastal Salt Works, TRALLCO, TAFICO, Dar es Salaam RTC, Tanga RTC. We were financial advisors to the winning bidders for acquisition of TOL, a company listed on the Dar es Salaam Stock Exchange when it had to be rescued. We also worked on the restructuring of TANESCO, in an international consortium of consultants.

• We were sub-contracted by the Kenyan microfinance specialist firm K-Rep to participate in the Study on the Establishment of Micro-finance Institutions in Tanzania, for the World Bank and the Bank of Tanzania (1999/2000).

• For the World Bank/Bank of Tanzania, we carried out (in 2000/1) a Study of the National Payment System for Non-bank Financial Institutions. This included study of the financial management and accounting systems in pension funds (PPF and NSSF), development finance institutions (TDFL and TIB), Tanzania Postal Bank, the Post Office, Bureaux de change and the insurance sector (NIC).

• One of our Directors – Bonnie Mlunde – while at Tanzania Development Finance Company Ltd (TDFL), was in 1997 one of the 10-member team that was responsible for the restructuring of TDFL, an exercise that culminated into the formation and licensing of Capital Finance Limited (CFL) as a non-bank financial institution. CFL is currently owned 100% by TDFL. Mr Mlunde worked with TDFL for more than 15 years.

• We were appointed to by the World Bank and the National Board of Accountants and Auditors (NBAA), to prepare accounting and auditing standards that were compliant with International Accounting Standards in support of an effective financial regulatory framework in Tanzania. The standards were presented to the clients and later to the whole profession as Exposure Drafts. After due consultations, the standards were gazetted by the NBAA in 2001/2 as Tanzania Financial Accounting Standards (TFAS). These were then used by the Board as training materials for migration to 100% adoption of IAS effective July 2004.

• For the Tanzania Investment Centre we conducted feasibility studies for the Oil Industry Rehabilitation Project (AGIP, TOTAL). These were then registered with TIC with a Certificate of Approval.

• For the Civil Service Department/Ministry of Works, under DFID/World Bank (2001/2), subcontracted by foreign firms in the establishment of TanRoads, a Government Agency for construction and management of Tanzania´s trunk roads network funded by taxes on users through road toll and fuel levy. The assignment involved preparation of the financial management system (including banking arrangements, accounting codes, accounting policies etc), staff recruitment, initial designation of fixed assets, development of the Agency´s initial business plans and the development of monitoring and evaluation systems for the Government.

• For the World Bank/President´s Office (1999/2000), assisted establishment of TASAF (Tanzania Social Action Fund) – a novel initiative for community based self-help activities through contributory participation to match donor inputs. Developed financial management system; staff recruitment and regulations; monitoring and evaluation arrangements; and tax compliance.

• For the World Bank/Ministry of Works, contracted to prepare financial management system for the Rural Water Supply and Sanitation Project – based on a grassroots contributory concept similar to TASAF´s. The Study also included preparation of M&E reporting mechanisms.

• For the Evangelical Lutheran Church of Tanzania we were subcontracted to carry out an investment study to advise the Church on investing in suitable projects to become selfreliant. The Study team also comprised economists (Devconsult Limited); Valuers (Proper Consult (T) Ltd.) and theologians from Makumira Theological College

• For the Prime Minister´s Office, under the Urban Sector Rehabilitation Project, CORE was sub-contracted by a UK consulting firm to design and implement an local government accounting and financial management system for three councils: Dar es Salaam City Council, Tanga Municipal Council and Mwanza Municipal Council. This was subsequently rolled out to cover the whole country under the Local Authority Financial Memorandum. It is used as the primary evaluator of good corporate governance in local government while municipal bonds are being structured.

• For the European Development Fund (EDF) and the Tanzania Treasury, we were retained to advise on customs arrangements and tax aspects of donor funded projects. We were able to finalise the assignment with the firm recommendation, inter-alia, that Government and its ministries, departments and agencies (MDA) begin paying VAT like everyone else. This was accepted and the VAT Act and TRA regulations were amended accordingly.