The takeover of Riara Group of School by Actus Equity, a private equity firm comes with structural changes in the management of one of the oldest private institutions in Kenya. Founded in 1974 by Mr. D.K. Gachukia and his wife Dr. Eddah W. Gachukia Ph.D., the institution has rapidly grown to boast of six learning institutions. Actus acquired 22.32 percent stake in Gachukia family-run institutions through its Kenya registered subsidiary Actus Education Holding AB.
A disclosure from the Competition Authority of Kenya (CAK) reads in part:
1. The Competition Authority of Kenya has approved the proposed acquisition, with controlling rights, of 22.32% of the issued share capital of the Riara Group of Schools Limited by Actus Education Holdings AB.
2. Actus Education Holding AB (Actus Holding), the acquirer, is a wholly-owned subsidiary of Actus Equity. Actus Holding was incorporated for the purpose of the proposed transaction and does not have a business activity in Kenya.
3. The Riara Group of Schools Limited (Riara Group), the target, is incorporated in Kenya. The target operates six (6) learning institutions in Kenya. The institutions offer the 8.4.4 and British Curriculum education.
4. The proposed transaction involves the acquisition of 22.32% of the issued share capital with controlling rights in Riara Group by Actus Holding. The transaction, therefore, qualified as a merger within the meaning of Section 2 and 41 of the Competition Act No.12 of 2010.
5. The parties’ combined turnover for the preceding year (2017) was over Sh1 billion and, therefore, the transaction met the threshold for full merger analysis as provided in the Merger Threshold Guidelines.
6. The acquirer was incorporated for the purposes of the proposed transaction. The target, on the other hand, operates education institutions.
7. The education institutions operated by Riara Group offer an education based on the 8.4.4 curriculum with the exception of Riara International School which offers the British National Curriculum. Therefore, the relevant product markets for the purpose of analyzing the proposed transaction are the market for the provision of education based on the; (i) British National Curriculum and (ii) 8.4.4 system.
Board of Directors
Actus will have control of the:
school’s strategy and operations
Hiring and firing of management
Distribution of dividends
Sales of assets
Mr. Gachukia children, Juju and Alan will have to be executive directors in the institutions.
The schools have an annual turnover of Kes1 billion according to CAK.