MIFIDPRU 8 Disclosure
Introduction
The Financial Conduct Authority (“FCA” or “Regulator”) in its Prudential sourcebook for MiFID Investment Firms (“MIFIDPRU”) sets out the detailed prudential requirements that apply to Development Partners International LLP (“DPI” or the “Firm”).
In particular, Chapter 8 of MIFIDPRU (“MIFIDPRU 8” or the “public disclosures requirements”) sets out public disclosure obligations with which the Firm must comply, further to those prudential obligations.
DPI is classified under MIFIDPRU as a Non-Small and non-interconnected investment firm (“Non-SNI MIFIDPRU investment firm”). As such, MIFIDPRU 8 requires DPI to disclose information on the following areas:
- Risk management objectives and policies;
- Governance arrangements;
- Own funds; and
- Own funds requirements.
The purpose of these disclosures is to give stakeholders and market participants an insight into DPI’s culture and data on the own funds and own funds requirements allows stakeholders to assess its financial strength.
This document has been prepared by DPI in accordance with the requirements of MIFPRU 8. Unless otherwise stated, all figures are as at the 31 March 2022 financial year-end.
Business Strategy
DPI was incorporated on 1 August 2007 and is authorised and regulated by the FCA. The Firm’s FCA reference number is 477782.
DPI acts as an investment adviser, providing investment advice on pan-African private equity investments to its clients, the General Partners (“GPs”) which manage private equity funds. The Funds’ underlying investors are typically sophisticated institutional investors including but not limited to pension funds, development finance institutions, insurance companies and professional investors.
DPI primarily seeks to advise on investments in fast-growing companies operating in high-growth sectors across Africa, while also seeking to drive positive, long-lasting social, environmental, and economic impact across the continent.
DPI’s Members will ensure that the business model and subsequent risks are reviewed at least every twelve months or following a material change in the Firm’s business or operating model through the establishment of new investment strategies or funds for example.
Costs are controlled carefully to ensure long-term profitability. The Firm seeks to make investments to expand its business and product lines, and to continuously improve its controls environment.
Given the Firm’s business model, controls, and controls assessment, it is the conclusion of the Members that its overall potential for harm is low.
Statement of risk appetite
Due to the nature, size and complexity of the Firm, DPI does not have an independent risk management function. Furthermore, DPI is not required by MIFIDPRU to establish a risk committee.
The Members are responsible for the management of risk within the Firm and their individual responsibilities are clearly defined. Senior management report to the Firm’s Members on a frequent basis regarding the Firm’s risks. DPI has clearly documented policies and procedures, which are designed to minimise risks to the Firm and all staff are required to confirm that they have read and understood them.
The Firm’s Members have adopted a low-risk appetite at the DPI level by maintaining sufficient own funds and liquid asset positions and balance sheet throughout all market cycles with sufficient liquidity and a robust capital structure.
As an investment advisory firm specialising in providing investment advice on pan-African private equity investments, risk is a fundamental characteristic of the Funds (which are managed by the GPs advised by DPI) and is inherent in every transaction undertaken. As such, the Funds and Firm’s approach to risk taking and how it considers risk relative to reward directly impacts its success. Therefore, DPI has established limits on the level and nature of the risk that it is willing and able to assume in achieving its strategic objectives and business plans. Each investment is subject to review by the Investment Committee made up of DPI Members, who make investment recommendations for consideration by the Boards of the GPs. Furthermore, the Boards of the GPs are tasked with undertaking a Business Risk Assessment of the Funds ensuring adherence to policies and procedures.
DPI is committed to ensuring all business activities are conducted with a clear understanding of risks, maintaining a robust risk management framework, ensuring transparent disclosure, treating its customers fairly, and meeting the expectations of major stakeholders, including its clients, employees, and regulators.
Risk Committee
Due to the nature, size and complexity of the Firm, DPI does not have an independent risk management function. In addition, DPI is not required by MIFIDPRU to establish a risk committee.
The Members are responsible for the management of risk within the Firm and their individual responsibilities are clearly defined. Senior management reports to the Firm on a frequent basis regarding the Firm’s risks. DPI has clearly documented policies and procedures contained in the Firm’s Compliance Manual, which are designed to minimise risks to the Firm and all staff are required to confirm that they have read and understood them on a regular basis.
Governance
Overview
DPI believes that effective governance arrangements help the Firm achieve its strategic objectives while also ensuring that the risks to the Firm, its stakeholders and the wider market are identified, managed, and mitigated.
The Firm’s Members have overall responsibility for DPI and are therefore responsible for defining and overseeing the governance arrangements at the Firm.
In order to meet their responsibilities, the DPI Members meet on a monthly basis. Amongst other things, the Members approve, oversee and periodically review the implementation of the Firm’s strategic objectives and risk appetite; ensures the integrity of the Firm’s accounting and financial reporting systems, including financial and operational controls and compliance with the regulatory system; and assesses the adequacy of policies relating to the provision of services to clients.
A key report that is reviewed, discussed and ratified by the DPI Members at least annually is the Senior Management Systems and Controls (“SYSC”) document, as this demonstrates how the Firm has met its governance arrangement requirement.
The SYSC document provides the Members with information on the functioning and performance of all aspects of the Firm, including the following areas:
- general organisational requirements, including steps taken by the Firm to ensure continuity and regularity in the performance of its regulated activities;
- employees, including steps taken by the Firm to ensure that employees have the necessary skills, knowledge, and expertise for the discharge of the responsibilities allocated to them, and to ensure that they are fit and proper persons;
- regulatory framework for meeting compliance and financial crime requirements;
- internal capital adequacy and risk assessment process;
- outsourcing of critical or material operating functions or activities;
- record-keeping controls and arrangements;
- conflicts of interest management;
- remuneration policies and practices; and
- whistleblowing controls.
DPI Members
Miles Morland, Chairman and Co-Founding Partner
Miles co-founded DPI in 2007 after almost 20 years in Africa investing. He had previously founded and built up Blakeney Management, a pioneer investor in African markets. Blakeney was one of the first investors in many African markets and Miles played an active role in the development of markets in countries such as Ghana, Morocco, Egypt, Kenya, and Tunisia.
Before starting Blakeney, Miles spent 22 years in money management and investment banking in London and on Wall Street. Miles was on the board of SABMiller Plc (the world’s second-biggest beer company) for 15 years.
In 2013 he set up a Foundation to promote world-class African writing. The Foundation’s scholarships have become one of the most prized achievements in African writing. He read Law at the University of Oxford. Miles is a British citizen.
Runa Alam, CEO & Co-Founding Partner
Runa co-founded DPI in 2017 and has more than 35 years of private equity, emerging market management and investment banking experience, including 22 years in Africa. She serves and has served on the boards of many African companies including Eaton Towers, Letshego, and Food Concepts. She chaired the African Private Equity Association (AVCA) for five years and serves as Vice Chair and Africa council member for the Global Private Capital Association.
Runa sits on the board of CARE, the international humanitarian relief agency, and on a Future Challenge Committee of the World Economic Forum on Investing with UN Sustainable Development Goals, as well as Advisory Committees at Princeton and Yale universities.
A development economist who graduated from Princeton University and Harvard Business School, Runa is a Harry S. Truman Congressional Scholar. She began her career on Wall Street with Morgan Stanley and Merrill Lynch.
Eduardo Gutierrez-Garcia, Partner
Eduardo has more than 25 years’ African private equity experience and has been responsible for many transactions, including Eaton Towers, Libstar, CAL Bank, RTT and HomeChoice.
Before he joined DPI in July 2008, Eduardo was an Executive Director of Brait South Africa and Brait’s private equity division. He played a leading role in several landmark South African private equity transactions, including the buyout of Pepkor.
A Chartered Accountant, Eduardo trained at KPMG in South Africa. He holds a BSc (Med) from the University of the Witwatersrand, as well as a BSc (Med) (Hons) (Medical Biochemistry) and a Postgraduate Diploma in Accounting, both from the University of Cape Town.
Sofiane Lahmar, Partner
Sofiane has more than 15 years’ private equity experience in Africa. Before he joined DPI in April 2010, Sofiane was a partner and co-chief investment officer at Kingdom Zephyr Africa Management, a pan-African private equity investment firm majority owned by Prince Al Waleed bin Talal Al Saud’s Kingdom Holding Company.
Earlier, Sofiane served as a vice-president in M&A at JP Morgan in New York, having started out trading foreign exchange options at FleetBoston.
In 2008 he was named as one of the Financial News’ 100 Rising Stars, as one of the Africa Private Equity Managers of the Year by Jeune Afrique in 2010, and as one of the Africa Leaders of Tomorrow by Jeune Afrique in 2013.
Sofiane holds Master’s degrees in international economics and finance from Brandeis University, Boston, and in management from Dauphine University, Paris.
Rose Fletcher, CFO and Partner
Rose joined DPI in November 2008, becoming a partner in 2013. Before DPI, Rose worked in finance, treasury and corporate finance at Old Mutual in London and South Africa. Rose was a member of the team that completed the acquisition of a £4 billion insurance group in 2006, leading the transaction financials and being actively involved in structuring and executing the deal.
In 2000 she had moved to London, where she was instrumental in setting up the new head office finance function for Old Mutual.
A Chartered Accountant, Rose trained at Deloitte & Touche in South Africa and holds a BA in languages and two postgraduate diplomas – in education and in accounting – from the University of Cape Town.
Babacar Ka, Partner
Babacar has more than 12 years’ private equity experience in Africa and he leads on investments, souring, structuring, executing, and exiting transactions at DPI, joining the Firm in January 2011. He sits on numerous portfolio company boards, including Atlantique Business International, owner of Banque Atlantique Group, KMR Holding Pédagogique, which owns UPM (Université Privée de Marrakech), Touax Africa and Food Concepts. He also leads
Following almost five years at the IFC in Washington DC as an investment analyst, Babacar assessed and structured mezzanine and debt investments in the mining, infrastructure, and telecommunication sectors across Sub-Saharan Africa for Standard Bank.
Babacar holds a BSc in business administration and finance from University of California Riverside and an MBA from Saïd Business School at the University of Oxford.
Takudzwa Mutasa, Partner
Takudzwa has more than 15 years’ investment and investment advisory experience, with a dozen of those spent in African private equity. He re-joined DPI in January 2018 after working for KKR and Helios Investment Partners, where he was involved in sourcing, analysing, and executing private equity investments across the African continent.
Takudzwa has been involved in numerous private equity transactions across the continent, with cumulative deal value of over US$2.7 billion. He started out at Citigroup as an investment banking M&A analyst in London and New York, leaving as an associate.
Takudzwa holds an MA and MEng in engineering, specialising in electrical and information sciences, from the University of Cambridge.
Marc Stoneham, Partner
Marc joined DPI in 2015 and is the senior lead of the portfolio management team at DPI. He is a member and observer of multiple portfolio company boards and committees across the portfolio, including Food Concepts where he chairs the Remuneration Committee, CMGP, EGIC, Touax, MNT and B.TECH.
Prior to DPI, Marc worked at McKinsey & Company serving African and other emerging market clients across multiple industries and functions mainly from Lagos, Nigeria. Prior to McKinsey, Marc worked in private equity at Actis and Kingdom Zephyr, and for Accenture strategy consulting. He has lived and worked across Africa for over 15 years including many years in Nigeria and Egypt. In 2020, he was named by Private Equity International as one of the Future 40 Leaders of Private Equity.
Marc holds a BA(Hons) in Modern History from the University of Oxford (1st class) and an MBA from INSEAD.
Jade Del Lero Moreau, Partner
Jade joined DPI in 2014 and has 15 years of relevant experience in investment and investment advisory. He is involved in sourcing, analysing, and executing private equity investments with a focus on the North Africa region. Jade serves on the board of directors of numerous portfolio companies, including Biopharm, General Emballage, Dolidol, CMGP or SICAM.
Prior to DPI, Jade served as M&A Vice President at Société Générale, having been based in Paris covering the industrials and consumer sectors, and in Madrid covering the Iberia and Latam markets. Prior to this, Jade started his career in 2006 at the Equity Research department of Goldman Sachs in London, covering the Paper and Packaging sector.
Jade holds a MEng from ENSTA Paris and Universidad Politecnica de Madrid (2005), a MSc from ESCP Europe (2006) and an MBA from INSEAD (2013). He is fluent in Arabic, English, French and Spanish.
Joanne Yoo, Partner
Joanne joined DPI in September 2017 and has a number of responsibilities including co-chairing the 2X Committee, focusing on the firm’s venture capital strategy, capital formation, and impact activities including DEI.
In 2020, Joanne was appointed by the Chairman of the U.S. Securities and Exchange Commission (SEC) to the Investor Advisory Committee and currently serves on the Investor as Owner subcommittee. In 2021, Joanne was appointed as Co-President and Executive Committee member of PEWIN (Private Equity Women Investor Network), representing over $3 trillion in assets under management. Joanne is currently serving on Harvard Kennedy School Dean’s Council.
Joanne has a BS in Commerce from the University of Virginia, a master’s degree in Public Administration from Harvard University and an MBA from Columbia Business School.
Jean-Philippe Syed, Partner
Jean-Philippe (JP) joined DPI in 2016 and became a partner and co-lead of the portfolio management team on 1 April 2022. He is a member and observer of multiple portfolio company boards and committees across the portfolio, including Biopharm, KMR Holding Pédagogique, General Emballage, ABI, SICAM, IFS, Optasia, SICAM and Kelix Bio. He has recently focused on the creation of buy and build platforms, as well as on vertical integration projects and the development of new products for DPI. He has developed industrial expertise in pharmaceuticals, healthcare and fintech, as well as in paper and packaging.
Prior to DPI, JP has worked both in Investment Banking, in the Corporate Strategy and Principal Investments teams at JP Morgan and BNP Paribas in New York, and in Management Consulting at McKinsey & Company and the Boston Consulting Group. During his consulting experience, JP advised clients in Africa, Asia, Europe, the Middle East and North America.
The below table provides the number of directorships held by each DPI Member as at 31 March 2022
| Members | Position at DPI | SMF Function/Role | Number of other external directorships held |
|---|---|---|---|
| Miles Morland | Chairman and Co-Founding Partner | 9, 27 | - |
| Runa Alam | Chief Executive Office and Co-Founding Partner | 1, 27 | 6 |
| Eduardo Gutierrez-Garcia | Partner | 27 | 5 |
| Sofiane Lahmar | Partner | 27 | 22 |
| Rose Fletcher | Partner | 27 | 15 |
| Babacar Ka | Partner | 27 | 8 |
| Takudzwa Mutasa | Partner | 27 | 5 |
| Marc Stoneham | Partner | 27 | 2 |
| Jade Del Lero Moreau | Partner | 27 | 12 |
| Joanne Yoo | Partner | 27 | - |
| Jean-Philippe Syed | Partner | 27 | - |
The DPI Members are all FCA approved Senior Managers. Their suitability, experience, knowledge, and skills are assessed at least annually where they are reconsidered as fit, proper and competent to fulfil their roles.
Diversity of the Members
DPI is committed to promoting equality and diversity as well as a culture that actively values differences and recognises that people from different backgrounds and experiences can bring valuable insights to the workplace and enhance the way we work. As a result, DPI has a female co-founder and CEO, a third of the Members are women, and close to 50% of the firm are women.
The DPI Members have a specific responsibility to set an appropriate standard of behaviour, to lead by example and to ensure that those they manage adhere to our policy and promote the aims of the Company with regard to equal opportunities.
As a signatory to the UN Principles for Responsible Investment (PRI) and the Operating Principles for Impact Management, DPI promotes high ESG and Impact standards and seeks to contribute to the UN Sustainable Development Goals.
In 2020, African Development Partner III (a fund managed by the GPs advised by DPI), became the first 2X Flagship Fund, as part of the global 2X Challenge, committing to integrate a gender lens into its investment process, and reflecting DPI’s long-standing commitment to gender equity.
Own Funds Threshold Requirement (OFTR”)
DPI is required to at all times maintain own funds that are at least equal to the Firm’s own funds requirement. The own funds requirements is the higher of the Firm’s:
- Permanent minimum capital requirement (“PMR”): The PMR is the minimum level of own funds required to operate at all times and, based on the MiFID investment services and activities that the Firm currently has permission to undertake, is set at £75,000;
- Fixed overhead requirement (“FOR”): The FOR is intended to calculate a minimum amount of capital that DPI would need available to absorb losses if it has cause to wind-down or exit the market, and is equal to one quarter of the Firm’s relevant expenditure; and
- K-Factor requirement (“KFR”): The KFR is intended to calculate a minimum amount of capital that DPI would need available for the ongoing operations of its business. The K-factor that applies to the Firm’s business is K-AUM (calculated on the basis of the Firm’s assets under advice).
DPI’s own funds requirement is currently set by the FCA’s transitional arrangements for Exempt CAD firms, rising to the higher of the PMR/FOR/KFR from 2026.
The potential for harm associated with DPI’s business strategy, based on the Firm’s own funds requirement, is low. This is due to the relatively stable and consistent growth in the Firm’s revenues and asset base.
One of the strategies adopted by the Firm to manage the risk of breach of the Firm’s own funds requirement is to maintain a healthy own funds surplus above the own funds requirement. In the event that own funds drops to an amount equal to 110% of the Firm’s own funds threshold requirement, the Firm will immediately notify the Members, as well as the Regulator. The Members will consider the necessary steps required to be taken in order to increase the own funds surplus; this may include injecting more own funds into the Firm.
The below table illustrates the various components of DPI’s own funds requirement:
| Requirement | £000 |
|---|---|
| (A) Permanent Minimum Capital Requirement ("PMR") | 50 |
| (B) Fixed Overhead Requirement (FOR) | 1,634 |
| (C) K-factor requirement ("KFR") | 298 |
| - K-AUM risk arising from managing and advising on investments | |
| (D) Own Funds Requirement (Max [A; B; C]) | 50 |
| (E) Additional own funds requirement | 0 |
| Own Funds threshold requirement (OFAR) | 50 |
*FOR applicable for the calendar year Jan-Dec22 is based on audited annual financial statements for the year ended 31 March 2022
Under MIFIDPRU 7, DPI is also required to comply with Overall Financial Adequacy Rule (“OFAR”). This is an obligation on DPI to hold own funds and liquid assets which are adequate, both as to their amount and quality at all times, to ensure that:
- the Firm is able to remain financially viable throughout the economic cycle, with the ability to address any material potential harm that may result from its ongoing activities; and
- the Firm’s business can be wound down in an orderly manner, minimising harm to consumers or to other market participants.
Where DPI determines that the FOR is insufficient to mitigate the risk of a disorderly wind down, the Firm must maintain an ‘additional own funds required for winding down’, above the FOR, that is deemed necessary to mitigate the risks of a disorderly wind down.
Similarly, where the Firm determines that the KFR is insufficient to mitigate the risk of harm from ongoing operations, the Firm must maintain an ‘own funds required for ongoing operations’, above the KFR, that is deemed sufficient to ensure the viability of the Firm throughout economic cycles.
The Firm’s own funds threshold requirement is the higher of:
- the Firm’s PMR;
- the sum of the Firm’s FOR and its additional own funds required for winding down; and
- the sum of the Firm’s KFR and its additional own funds required for ongoing operations.
This is the amount of own funds that DPI is required to maintain at any given time to comply with the OFAR.
To determine the Firm’s own funds threshold requirement, DPI identifies and measures the risk of harm faced by the Firm and considers these risks in light of its ongoing operations and also from a wind-down planning perspective. The Firm then determines the degree to which systems and controls alone mitigate the risk of harm and the risk of a disorderly wind-down, and thereby deduce the appropriate amount of additional own funds required to cover the residual risk.
| Composition of regulatory own funds as at 31 March 2022 | |||
|---|---|---|---|
| Item | Amount (GBP thousands) | Source based on reference numbers/letters of the balance sheet in the audited financial statements | |
| 1 | OWN FUNDS | 123.6 | |
| 2 | TIER 1 CAPITAL | 200 | Balance Sheet |
| 3 | COMMON EQUITY TIER 1 CAPITAL | 200 | Balance Sheet |
| 4 | Fully paid-up capital instruments | N/A | |
| 5 | Share premium | N/A | |
| 6 | Retained earnings | N/A | |
| 7 | Accumulated other comprehensive income | N/A | |
| 8 | Other reserves | N/A | |
| 9 | Adjustments to CET1 due to prudential filters | N/A | |
| 10 | Other funds | N/A | |
| 11 | (-)TOTAL DEDUCTIONS FROM COMMON EQUITY TIER 1 | -76.4 | |
| 19 | CET1: Other capital elements, deductions and adjustments | N/A | |
| 20 | ADDITIONAL TIER 1 CAPITAL | N/A | |
| 21 | Fully paid up, directly issued capital instruments | N/A | |
| 22 | Share premium | N/A | |
| 23 | (-) TOTAL DEDUCTIONS FROM ADDITIONAL TIER 1 | N/A | |
| 24 | Additional Tier 1: Other capital elements, deductions and adjustments | N/A | |
| 25 | TIER 2 CAPITAL | N/A | |
| 26 | Fully paid up, directly issued capital instruments | N/A | |
| 27 | Share premium | N/A | |
| 28 | (-) TOTAL DEDUCTIONS FROM TIER 2 | N/A | |
| 29 | Tier 2: Other capital elements, deductions and adjustments | N/A | |
| Own funds: reconciliation of regulatory own funds to balance sheet in the audited financial statements | ||||
|---|---|---|---|---|
| a | b | c | ||
| Balance sheet as in published/audited financial statements | Under regulatory scope of consolidation | Cross- reference to template OF1 | ||
| As at period end 31 March 2022 | As at period end | |||
| Assets - Breakdown by asset classes according to the balance sheet in the audited financial statements | ||||
| 1 | Fixed Assets | 225.5 | Note 8, 9 | |
| 2 | Current Assets | 12,442.90 | Note 10,11,12,15 | |
| Total Assets | 12,668.40 | |||
| Liabilities - Breakdown by liability classes according to the balance sheet in the audited financial statements | ||||
| 1 | Current Liabilities | 3,417.90 | Note 13 | |
| Total Liabilities | 3,417.90 | |||
| Shareholders' Equity | ||||
| 1 | Members' capital classified as equity | 200 | ||
| 2 | Members' interests - other reserves classified as equity | 9,050.50 | ||
| Total Shareholders' equity | 9,250.50 | |||
| Main features of own instruments issued by the Firm |
|---|
| CET1 instruments are wholly comprised of Limited Liability Partnership Capital. |
Conclusion
The information contained in this disclosure is proportionate to DPI’s size, nature, and complexity of DPI’s activities in line with the MIFIDPRU guidance rules.
The Firm’s strategy, risks and capital structure are reviewed and challenged by the DPI Members on an annual basis as part of the Firm’s governance process or whenever there is a material change to the Firm’s business or operating model. The Members confirm that the Firms holds sufficient own funds and liquid assets to meet the risk of harm it poses to itself and other market participants.