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					 Kwezi V3 Engineers (Pty) Ltd Trading as Kwezi V3 Engineers.
 Reg No. 1989/002048/07 Registered Company – S.A. Association of Consulting Engineers




                                  INTERNATIONAL BUSINESS PLAN: FEBRUARY 2005

The 2005 International Business Plan was revised and updated, following the International
Strategic Workshop held at Roodevallei Country Resort on 13 January 2005.

KV3 is currently active in five African countries and the UAE and it has established offices in three
of these countries. KV3 also has a registered practice in Swaziland but it is dormant and no work
is currently being carried out there. New offices/ practices are in the process of being established
in five additional African countries, including two large design bases in Botswana and Kenya.
These new offices have been selected on the basis of having direct access to the most desirable
medium and long term growth regions in Africa. The ownership structure and composition of these
intended practices are described in the table below.

1.           KV3’s BUSINESS PURPOSE IN THE REST OF AFRICA

             The international business objectives for the ‘rest of Africa’, are as follows:

                    To establish a significant presence on the African continent, which is necessary to
                     achieve KV3’s vision of being a world class consultancy by 2010.
                    To become the local consultant of choice in targeted regions in Africa where growth
                     and sustainable earnings potential for KV3 are high.
                    To increase KV3’s income base beyond RSA in order to spread financial risk and to
                     offset future economic downturns and currency fluctuations in RSA.
                    To increase KV3’s margins and total profit.


2.           KV3’s FOOTPRINT IN THE REST OF AFRICA AND UAE

             KV3’s international offices and current project activities are as follows:

                    Current offices and projects: UAE, Mozambique, Zambia
                    Current offices, no projects: Swaziland
                    Current projects, no offices: Tanzania, South Sudan, Cameroon
                    Future intended offices and projects: Botswana (incl. key design base for SADC
                     region), Kenya (incl. key design base for East Africa region), DRC, Namibia, Angola
                    Possible future prospects: Nigeria, Ghana, Senegal
 INTERNATIONAL BUSINESS PLAN: 2005




3.      CRITERIA FOR SUCCESSFUL BUSINESS GROWTH

        The following business criteria were discussed and adopted at the International Strategic
        Workshop on 13 January 2005, as pre-requisites for establishing practices for KV3 in the
        rest of Africa. These criteria must be assessed, and the outcomes positively determined in
        every case in the future, before KV3 contemplates a business prospect in a new region or
        country in Africa:

            A locally or regionally registered practice is required to carry out work successfully on
             a sustainable basis.
            Local technical capacity is required (the extent of this requirement needs to be
             determined on a region-by-region basis).
            Appropriate and well regarded political and business connections are required.
            Close relationships with relevant funding organisations are required.
            Ability for KV3 to ADD VALUE must be in place, i.e leadership, the right people,
             innovative services, advice on project delivery methods, facilitate project financing,
             etc.
            Entry and exit strategy must be identified.


         These criteria must also be applied and assessed periodically in regions where KV3 has
        existing practices, as circumstances and workload change.



2.      PROGRESS REPORT (2004/05)

        There have been hard lessons learnt in Africa in the consulting engineering industry over
        the previous five years. Very late fee payments, regional barriers to cash flow
        movements, high levels of corruption, governance and public administration challenges,
        language and cultural differences and adjusting to the norms and procedures of
        beaurocracies in foreign countries are just a handful of the challenges that have impacted
        directly on South African consultants, including KV3. However, the renewed thrust by
        KV3 to penetrate into Africa even further, in contrast to many of its competitors, is a
        calculated and strategic initiative taking into account the past lessons learnt and also
        incorporating rigorous risk management procedures in identifying and selecting viable
        project opportunities and resource requirements. This growth strategy includes partnering
        and/or establishing locally registered companies with credible local business entities
        and/or consulting companies and also forming strategic alliances with selected
        engineering consultants.

                                             Page 2 of 6
INTERNATIONAL BUSINESS PLAN: 2005




       In the past eight months, KV3 has made good progress in achieving its international
       growth plan targets.

       In relation to the new offices being targeted, negotiations are underway in Botswana to
       establish a significant design centre with a reputable consulting engineering partner. In
       Kenya, an agreement has been reached with the dominant consulting engineering
       practice in East Africa, Gibb Africa (140 staff of which 70 are engineers), to commence
       talks on a future equity relationship. In the mean time a joint venture was formed with
       Gibb Africa, on 23 December 2004, to work jointly on all South Sudan infrastructure
       projects, for which the newly autonomous South Sudanese Government has given this
       joint venture preferred status as their consultant of choice. There are enormous
       engineering prospects in South Sudan and the Kwezi V3 Engineers – Gibb Africa Joint
       Venture is currently assisting the South Sudan Government compile a masterplan for
       infrastructure development and also to raise bridging finance for the implementation of
       the most urgent projects. In the DRC the final registration of ‘Kwezi V3 Engineers RDC’ is
       currently being lodged with the relevant statutory authorities. The DRC office will be a
       small office with minimal technical capacity, to start with.

       Furthermore, negotiations have commenced with interested local consultants and
       business leaders in Angola and Namibia to establish locally based companies or
       alliances. A due diligence process was underway with a local black consultant in Namibia
       in December 2004, but this initiative has not been successful due to a lack of
       responsiveness and therefore KV3 is now investigating alternative business options. In
       Angola and Tanzania KV3 already have healthy partnership arrangements with other
       consulting engineers in the form of joint ventures.

       Bertie Vorster is operating as CEO of IGG in UAE. KV3 owns 49% of IGG.               Two
       substantial projects, serviced by KV3, are currently in the execution stage in Dubai and
       Abu Dhabi. KV3 has signed a MOU with Al Shariff (developers) to provide multi-
       disciplinary engineering services for the development of a large convention centre outside
       Dubai. Inadequate structural resources, uncompetitive international fees and very
       demanding time frames for design delivery are key issues in the UAE. KV3 needs to find
       solutions for mass design production and outsourcing of detail design to large
       consultancies with a low cost base. In December 2004, a local newspaper advertisement
       was placed in Mumbai, India, to investigate suitable large consultancies that may be
       utilised for this purpose.




                                            Page 3 of 6
 INTERNATIONAL BUSINESS PLAN: 2005




4.        FUTURE STRUCTURE OF KV3 INTERNATIONAL

          The imminent registration of new practices and acquisitions in strategic parts of Africa,
          calls for consideration of a separate business entity. Although this route has been
          considered before and found not to be worthwhile pursuing, a number of key
          circumstances have changed since that time, such as:
             New investor friendly legislation and tax incentives have been promulgated in some
              African countries recently, eg. Angola and Botswana. Other countries are following
              suit, eg. Kenya, DRC in process.
             KV3’s expansion into the rest of Africa has been far more significant in the past 6
              months than before.
             In the current economic climate, it is not desirable to translate foreign earnings into
              ZAR.
             KV3 needs to plan for convenient and low cost financial management and banking
              structures for future project income, generated outside RSA.
             KV3 needs to investigate whether forex cashflow transactions can be made easier
              and net profits increased by managing foreign earnings off-shore.

          At the International Strategic Workshop on 13 January 2005 it was agreed to investigate
          options for off-shore corporate and banking structures, and to obtain professional advice
          in this regard. JP du Toit compiled an analysis of the relative taxation regimes and
          regulations of the African countries within KV3’s intended footprint and Price Waterhouse
          Coopers was engaged to carry out an investigation into viable company structures
          outside RSA and to report back to KV3 by 14 March 2005.

5.        BUSINESS TARGETS (2005 – 2007)

Country              Nature of          Capability                                 Strategic                      Target
                     Practice                                                      Objective                      Income
                                                                                                                  Objective
EXISTING PRACTICES

UAE                  Registered         Office, CEO, support staff, one RSA        Expand workload.               $3.0M/year
                     Company (IGG)      expat. All design outsourced to KV3.       Consolidate alliance with
                                                                                   Al Sharif. Find design
                                                                                   resource solution in India
                                                                                   or other high supply/skilled
                                                                                   country.
Mozambique           Registered         Office, project management, limited        Reduce office overhead         $0.5M/year
                     Company (V3        civil, struc design (1 tech staff), most   costs, put business
                     Consultores Lda)   design currently outsourced to KV3.        partner on terms,
                                        Office currently making loss.              investigate exist local
                                                                                   consulting engineering
                                                                                   partner, review office
                                                                                   viability again in May 2005
                                                                                   and take further action.


                                                    Page 4 of 6
 INTERNATIONAL BUSINESS PLAN: 2005




Country                  Nature of            Capability                               Strategic                     Target
                         Practice                                                      Objective                     Income
                                                                                                                     Objective
EXISTING PRACTICES (cont.)

Zambia                   Registered           Office admin only, all design and        Maintain presence,            $0.2M/year
                         Company (V3          project management carried out from      increase roads, rail
                         Consulting           RSA                                      projects
                         Engineers
                         Zambia Ltd)

Swaziland                Registered           Office only, design and project          Not a priority unless         N/A
                         Company              management carried out from RSA          project opportunity arises
                                              when required. Currently dormant.

Tanzania                 JV with              Limited supervision staff on site. All   Grow roads, rail, civil       $1.5M/year
                         Consultant           design work outsourced to KV3.           infrastructure.
                         (LOMO Consult)

IMMINENT PRACTICES                    (final registration by end Feb 05)

Democratic Republic of   Registered           Office with strong, well connected       Target projects in roads,     $1.0M/year
Congo (DRC)              Company (Kwezi       business partner, French & English       rail, civil infrastructure,
                         V3 Engineers         speaking engineer currently being        water treatment, structures
                         RDC, legal           recruited - project management,          – design to outsource to
                         documentation        limited civil, struc design to be        KV3, Botswana, Gibb
                         currently being      established March 2005.                  Africa as required.
                         finalised)

FUTURE NEW PRACTICES

Botswana                 Future acquisition   Bergstan: existing staff 80, high        Acquire/ merge with a         $5.5M/year (total
                         of Bergstan          quality and reputable practice, good     credible consulting           income to office
(Target: August 05)
                         and/or TTCS          current relationship.                    practice with good            with 80 staff)
                                                                                       standing, incl. strong
                                              TTCS: exist small practice, 6 eng
                                                                                       design base to operate in
                                              staff, good current relationship
                                                                                       SADC region.

Kenya                    Future acquisition   Gibb Africa: existing staff 140, high    Acquire/ merge with a         $8.0M/year (total
                         of Gibb Africa       quality and reputable practice,          credible consulting           income to office
(Target: November 05)
                                              dominant in East Africa, good current    practice with good            with 140 staff)
                                              relationship. Currently working in JV    standing, incl. strong
                                              in South Sudan projects.                 design base to operate in
                                                                                       East Africa region.

Namibia                  Future new           Office, plus project management, civil   Target projects in roads,     $0.5M/year
                         registered           & struc. Strong, well connected          rail, civil infrastructure,
(Target: August 05)
                         Company              business partners.                       port upgrade, water
                                                                                       treatment, structures –
                                                                                       Develop design base to
                                                                                       service Angola projects.




                                                           Page 5 of 6
 INTERNATIONAL BUSINESS PLAN: 2005




Country             Nature of           Capability                               Strategic                     Target
                    Practice                                                     Objective                     Income
                                                                                                               Objective
Angola              Future new          Current JV with Bergstan. Establish      Outsource planning and        $2.0M/year
                    registered          office, core engineering expertise and   design to KV3 & Bergstan
(Target: TBC)       Company (Las        Portuguese speaking management.          associated companies.
                    Kwezi JV to form                                             Target work in roads, rail,
                    company with                                                 civil infrastructure, port
                    selected business                                            rehab.
                    partners)




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