Cameroonian telecommunications company Satellite Communications and Network Services (Saconets) plans to increase its share capital by CFA681.2 million through a debt-to-equity conversion reserved for Cenainvest, an investment firm with historical ties to Afriland First Bank. Shareholders are scheduled to vote on the proposal on November 9, 2026, in Yaoundé, according to a meeting notice signed by board chair Ghislaine Kammogne Simo.
The notice proposes removing existing shareholders' preferential subscription rights in favor of Cenainvest, followed by a CFA681.2 million capital increase through the conversion of a debt claim into equity. If shareholders approve the resolutions and the transaction is completed, Cenainvest will receive newly issued shares in exchange for canceling a debt owed to it by Saconets. Other shareholders will not be entitled to subscribe to the reserved share issue.
The arrangement would allow Saconets to reduce its liabilities and strengthen its equity without receiving additional cash. Unlike a conventional capital increase, in which investors contribute new funds, the proposed transaction would convert an existing debt into an ownership stake.
Saconets would consequently reduce its repayment obligations by the amount of the debt converted into shares. However, the meeting notice does not disclose the origin of the debt, when it was incurred or the financial terms of its conversion. It also provides no information about the issue price of the new shares or whether a share premium will apply.
These details are necessary to assess precisely how much the transaction would reduce the company's liabilities and what it would mean for existing shareholders.
An Investor With Historical Ties to Afriland First Bank
Cenainvest was already listed among Saconets' shareholders in a commercial catalog dated September 2023.
The document, which describes the company's activities, also identifies MODA Corporation, TIC, 3SC and several individual shareholders. At the time, Saconets reported share capital of CFA715.5 million, an amount close to the capital increase now under consideration.
However, that earlier disclosure does not establish Saconets' current share capital or Cenainvest's present ownership stake. The number of shares to be issued and their subscription price will therefore be important in determining how the transaction might change the company's ownership structure and control. Cenainvest, short for Central Africa Investment, was established in November 1998 at the initiative of Afriland First Bank, founded by Paul Kammogne Fokam, and Dutch development finance institution FMO.
A 2010 academic study on venture capital in Central Africa describes Cenainvest as an investment company specializing in equity investments, quasi-equity financing and financial support for businesses. The International Finance Corporation (IFC), a member of the World Bank Group, also documented the firm's activities in a project disclosure published in January 2010. The IFC described Cenainvest as a Yaoundé-based fund manager with more than ten years of experience financing small and medium-sized enterprises in Central Africa at the time.
Capital Increase Subject to OHADA Corporate Law
The proposed removal of preferential subscription rights is a key part of the transaction. These rights normally allow existing shareholders to subscribe to newly issued shares before other investors, helping them maintain their percentage ownership when a company increases its capital.
The OHADA Uniform Act on Commercial Companies allows companies to remove these rights in favor of a designated beneficiary. However, Article 587 provides that a beneficiary who is already a shareholder cannot participate in the vote on the removal of those rights. This provision would apply to Cenainvest if it remains a Saconets shareholder at the time of the November 9 meeting. OHADA law also establishes safeguards for capital increases carried out through debt-to-equity conversions. The debt must be certain, liquid and due. The board of directors must prepare a statement of accounts, which must then be certified by the company's statutory auditor.
The reports prepared ahead of the transaction must also specify the reasons for the capital increase, the issue price and the number of new shares to be allocated. The meeting notice contains another point that requires clarification.
It initially describes the November 9 meeting as an ordinary general meeting but refers to an extraordinary general meeting in its final section. Under Article 564 of the OHADA Uniform Act, only an extraordinary general meeting has the authority to approve or authorize a capital increase. Founded in 2001, Saconets provides telecommunications and computer networking services in Cameroon. The company is based in Yaoundé and also operates in Douala. Its activities include satellite Internet connections, fiber-optic networks and electronic security equipment.
It also supplies equipment to banking institutions, including banknote counting and sorting machines. At the November 9 meeting, shareholders will decide whether to authorize the debt conversion and the issue of new shares reserved for Cenainvest.
The reports submitted for their review should provide further details about the debt involved, the terms of the share issue and the resulting distribution of Saconets' share capital.
Baudouin Enama