Africa Markets

BPOPF Carries Letshego’s P800 Million Rights Offer and Moves to Take Half the Lender

Outside shareholders took up only 14% of the new shares. The public officers' pension fund absorbed the rest and needs regulators' approval for the final P168 million.

By Tumisang Bogwasi November 12, 2026 4 min read

Letshego office building at night (file). Photo: Letshego

GABORONE – Letshego Africa Holdings says its P800 million rights offer has been fully taken up, but most of the money is coming from one investor. The Botswana Public Officers Pension Fund (BPOPF), already the lender’s largest shareholder, is taking the bulk of the new shares as underwriter.

The last P168.1 million still depends on regulators, including the Competition and Consumer Authority.

The results announcement, published on the Botswana Stock Exchange’s X-News on 12 November, shows that shareholders other than BPOPF took up just 14.09% of the 1,095,890,411 new shares, which were offered at P0.73 each. The offer closed at 16:00 on 6 November. The results were due on 10 November, but Letshego pushed the date back to 12 November.

Highlights

Letshego says its P800 million rights offer is covered, pending approval for P168 million.
Shareholders other than BPOPF took up 14.09% of the new shares at P0.73.
BPOPF, already holding 37.2%, will receive 711 million new shares on 20 November.
Without regulatory approval, the raise stops at about P631.9 million.
By Brimco’s calculation, BPOPF would hold about half of Letshego after 20 November.

How the P800 million breaks down

According to the announcement:

BPOPF as a shareholder followed its rights for 207,471,920 shares, worth P151.5 million (18.93% of the offer).
Other shareholders subscribed for 154,410,364 shares, worth P112.7 million (14.09%).
BPOPF as underwriter will take 503,748,336 shares, worth P367.7 million (45.97%).
BPOPF as underwriter, subject to regulatory approval: 230,259,791 shares, worth P168.1 million (21.01%).

Altogether, existing shareholders, including BPOPF, followed their rights for about a third of the offer. The underwriter covers the other two-thirds.

Shareholders who followed their rights will have the new shares credited on 20 November. On the same day BPOPF will receive 711,220,256 shares, made up of the shares it took as a shareholder and the first part of its underwriting commitment. Letshego said BPOPF now holds 809,114,376 shares, or 37.2% of the company.

The regulatory hurdle

Letshego said that if BPOPF took up all 734 million shares left over for the underwriter, the fund would cross “regulatory thresholds that require approval”. It will therefore take the remaining 230.3 million shares only once it has approval, including from the Competition and Consumer Authority, which it says it will seek on an expedited basis.

If approval is not granted, the offer will end with the shares credited on 20 November, no further shares will be issued, and Letshego will have raised P631,910,352.58 rather than P800 million.

The announcement does not give BPOPF’s stake after the offer. By Brimco’s calculation from the published share numbers, the fund would hold about 1.52 billion of roughly 3.04 billion shares after 20 November, or about 50%. If regulators clear the final tranche, that would rise to about 53.5%.

Why Letshego is raising money

When it announced the offer, Letshego said the money would be used to restructure its balance sheet. It plans to pay down part of about P3.19 billion in borrowings at holding-company level, settle debt owed to certain shareholders and pay the costs of the offer, estimated at about P30.4 million before VAT.

The P0.73 price was about a 13.1% discount to the 30-day volume-weighted average share price. BPOPF is paid a 2% underwriting fee when the offer is completed. Brimco covered the launch of the rights issue in October.

Letshego is also taking up 14,559,913 new shares, worth about P10.6 million, to hold in treasury. Two executives are subscribing too: Ester Kali, chief executive of Letshego Holdings Namibia, for P297,936, and Thari Gilbert Pheko, a director of Letshego Financial Services, for P12,357.

Why it matters

The rights offer reduces Letshego’s debt and interest costs. But it was not the broad vote of confidence from the market the company might have wanted. With outside take-up at 14%, the outcome rests on a single state-linked pension fund that invests the retirement savings of public servants.

That leaves two questions for regulators and BPOPF’s members. The first is whether concentrating this much of one listed lender in the fund is a sound use of pension money. The second is how the remaining minority shareholders will be protected if BPOPF ends up with control.

BPOPF’s backstop also gave Letshego certainty that a thin market could not. The Competition and Consumer Authority’s decision on the final tranche will settle how far that control goes.