Botswana Post and Couriers merge

The Ministry of Transport and Communications has merged Botswana Postal Service and Botswana Couriers and Logistics to form a company known as Botswana Postal Services Limited, Botswana Guardian can reveal.The merger is part of the turnaround strategic plan to make BPSL efficient and profitable. Thankfully there will be no job losses in the process. Minister, Kitso Mokaila confirmed the ongoing amalgamation to Botswana Guardian. 

“Botswana Post’s mandate is universal access to postal and ICT to Botswana and Batswana. We are trying to reach all Batswana at reasonable prices. Couriers bring the logistics to this entity streamline and make them more profitable. “We have been able to save all the jobs. We want it to be self sustaining and not require subvention from government,” he said. Although the management team is still to be appointed, close sources who followed the evolution of Botswana Post in the last decade tip Cornelius Ramatlhakwane to take over as the inaugural Chief Executive Officer, as he is credited with turning around the postal services into an efficient and profit making entity.

The Board of the amalgamated entity is in place and is led by Nathan Kgabi. The positive thing is that the ministry will give the amalgamated entity full support including recapitalisation where it deems necessary and is taking all due care to minimise job losses.
The Registrar of Companies Gaolathe Kanasi issued a certificate of amalgamation in terms of section 227 (1) of the Companies Act, 2003 chapter 42:01 on 27 November, 2018 and the company registration number is CO2015/12389. In 2009, government through Public Enterprises Evaluation and Privatisation Agency (PEEPA) approved implementation of a strategy for the rationalisation of certain Parastatals and Public Entities.

The merger between the two has been a long drawn exercise which was expected to have been completed in 2013, but couldn’t as there had to be buy-in from all stakeholders.Botswana Guardian has it in good authority that originally government approved the merger of Botswana Post and Botswana Savings Bank (BSB) through a cabinet directive. The merger was to include Botswana Couriers and Logistics which at the time had been established as a subsidiary of Botswana Post. However, it was realised that the merging of the two institutions required amendments to some existing legislation as well as promulgation of new legislation.

The merging also required the establishment of a holding company through the Companies Act hence the Botswana Postal and Savings Group (BPSG) was established as a holding company whereby all shares in BPS and BSB, following conversion from statutory entities to public limited companies under the Companies Act would be held as the 100 percent shareholder.

BPSG establishment was purely to facilitate the optimisation of public resources and improve efficiencies in the provision of services through a shared service structure for the BPS, BSB and BC&L and all required collaboration and cooperation between all key stakeholders.

A Reference Group and a Task Force were established to spearhead the implementation of the merger. Both the Reference Group and Task Force consisted of representatives of the affected entities and stakeholders and the groups met regularly at the Ministry headquarters. The two groups are reported to have been meeting at least once a month to deliver milestones and approve deliverables, respectively.

Three Bills were approved by Cabinet and Parliament as enablers for implementation of the merger, these being, BSB Transition Bill, BPS Amendment Bill & BPS Transition Bill. The Amendment Bill of the Botswana Postal Services was approved to convert BPS into a body corporate (company) and it was then eligible to convert for registration with Registrar of Companies. While with respect to Botswana Savings Bank, the Bill provided for transition into an organisation that could be easily merged with Botswana Post. Botswana Guardian has learnt that the board of BPSG was appointed to oversee the merger. This meant that the Boards of BPS, BSB, BC&L reported to BPSG.

In order to have a smooth and transparent transition, it was decided that a holding company must be formed. That led to the engagement of Armstrong Attorneys law firm to assist in the process of registering the holding company and offering legal advice to the structures responsible for the merger.The company was named Holding Company Botswana Post and Holding Group (BPSG) and associated requirements being approved by Cabinet. Botswana Guardian has learnt that parent Ministry of Transport and Communications provided oversight for the supervision of the Holding Company and only remained a shareholder leaving governance to the Board of Directors, there by following the provisions of the Companies Act.

Internal stakeholder updates for Boards, Unions and staff of affected entities started in 2011. Subsequent to that the Ministry of Transport and Communications reviewed the merger as well as approached cabinet seeking approval for rescinding of the merger
This was followed by a directive to amalgamate Botswana Post and Botswana Couriers and Logistics into a single entity was approved. The Directive also instructed that BSB be transferred back to Ministry of Finance and Economic Development (MFED). 

BSB will now partner with the amalgamated entity, BPSL to provide financial inclusion to communities that are unbanked. This will lead to the dissolution of the holding company BPSG. Hub 25 a subsidiary of Botswana Post based in South Africa will be closed but the process is not expected to affect amalgamation.