Investors Agree to Restructuring of Rift Valley Railways

Lead investors in the vital national railway of Kenya and Uganda agree a way forward that includes US$ 250 million in much-needed capital expenditure to upgrade both infrastructure and rolling stock

Trans-Century Limited, the fastest growing African Investment Company based in Kenya focused on making high growth investments across Sub-Saharan Africa, and Ambience Ventures Ltd, a subsidiary of Citadel Capital, the leading private equity firm in the Middle East and Africa with US$ 8.3 billion in investments under control, have agreed to a joint solution for the restructuring of Rift Valley Railways.

Upon the closing of this transaction, expected mid-April 2010, the shareholding structure in Rift Valley Railways will be 51% to Ambience Ventures Ltd, 34% to Trans-Century and 15% to the Ugandan investor.

Both companies appreciate the importance of Kenya’s and Uganda’s national railway and are committed to executing a successful turn-around of Rift Valley Railways. The two companies have thus agreed to work in close partnership to secure:

• The required capital injection to fund investment in much-needed capital expenditure;
• The development of a sustainable business and investment plan, which includes a capital expenditure program of USD250 million to rehabilitate the infrastructure and rolling stock;
• Strengthening of the company’s management and the provision of required technical expertise;
• Leadership of the negotiations with the Governments of Kenya and Uganda, to revitalise the concession and facilitate the development of the standard gauge railway that the Governments are desirous of building.

Both Trans-Century and Citadel Capital realise that the Joint Railways Concession is critical for the economic development of the region and have agreed to a negotiated solution to help fast-track the turnaround of Rift Valley Railways for the benefit of the peoples of Kenya and Uganda.

Trans-Century and Citadel Capital are committed to ensuring that the railway service that is such a crucial part of our region’s infrastructure is able to deliver on its promise.

Finally, both companies would like to extend their gratitude to the Governments of Kenya and Uganda for both their patience and for their foresight in providing the necessary time and circumstances to allow for this understanding to have been reached by both parties.

Ambience Ventures Ltd. presently holds a 49% stake in Sheltam Railways, the largest single shareholder in Rift Valley Railways (RVR), giving it an effective 17.5% stake in RVR. Trans-Century holds a 20% direct stake in RVR.

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About Citadel Capital
Citadel Capital (CCAP.CA on the Egyptian Stock Exchange) is the leading private equity in the Middle East and Africa. Citadel Capital focuses on building regional platforms in select industries through acquisitions, turnarounds, and greenfields executed via Opportunity Specific Funds. Citadel Capital’s 19 OSFs now control Platform Companies with investments worth more than US$ 8.3 billion in 14 countries spanning 15 industries, including mining, cement, transportation, food and energy. Since 2004, the firm has generated more than US$ 2.5 billion in cash returns to its co-investors and shareholders (on investments of US$ 650 million), more than any other private equity firm in the region. Citadel Capital is the largest private equity firm in Africa by PE assets under management (2004-2009, as ranked by Private Equity International). For more information, please visit www.citadelcapital.com.

About Trans-Century Limited
Trans-Century Limited (Public Investment Company Traded on the OTC market in Nairobi). Thirteen years ago, Trans-Century was founded on a very basic but compelling principle of pooling financial and entrepreneurial resources among a group of like-minded investors. Starting from an initial investment base of Kshs 29 million (US$365K), the company’s investment portfolio has grown to a fair value of over Kshs 8.6 billion (US$114 million) as at 30 June 2009. TCL shareholder funds multiple of invested funds is 34x and since 2003 Trans-Century has generated an internal rate of return in excess of 145% making it the fastest growing Investment Company in Africa. Trans-Century focuses on turning around high value under-performing businesses across Sub-Saharan Africa predominantly in the diversified industrials, infrastructure, consumer goods and financial services sectors. Trans-Century’s portfolio of companies span over 10 countries with key operating assets in Kenya, Tanzania, Zambia, Democratic Republic of Congo, and South Africa. For more information, please visit www.transcentury.co.ke

For more information, please contact:

Ms. Ghada Hammouda
CMO & Head of Corporate Communications
Qalaa Holdings

ghammouda@qalaaholdings.com

Tel: +20 2 2791-4439
Fax: +20 22 791-4448
Mobile: +20 106 662-0002