NamPower’s N$5 billion bond: A milestone on the NSX that ordinary Namibians cannot touch

By Lot Ndamanomhata

The state-owned power utility has listed a landmark bond programme on the Namibia Securities Exchange — but the door is firmly shut to retail investors. Here is what it means, and whether the public missed out.

Headlines announced it as a watershed moment for Namibia’s capital markets. NamPower, the country’s state-owned electricity utility, listed a N$5 billion bond programme on the Namibia Securities Exchange (NSX) in April 2026. NamPower and investors celebrated.

But for the average Namibian watching the news, one question hung in the air: Can I invest in this? The answer, simply put, is no — and understanding why tells us a great deal about how Namibia’s financial system is structured, and who it currently serves.

Namibia Power Corporation, trading as NamPower, announced the successful listing of a N$5 billion Domestic Medium-Term Note (DMTN) programme on the NSX at a ceremony held in Swakopmund. The event was attended by executives from NamPower, co-lead arrangers Cirrus Securities and Nedbank Namibia, and representatives from the Namibia Securities Exchange. Two years of preparation — involving legal teams, regulators, document drafters, and international sustainability assessors — culminated in what financial commentators hailed as a landmark for Namibia’s debt capital markets.

The programme is designed to allow NamPower to raise up to N$5 billion in debt financing over time, issuing multiple tranches of notes under a single regulatory approval — a flexible and cost-efficient structure for a state entity with substantial ongoing capital requirements in Namibia’s energy sector.

Programme at Glance

What Is a DMTN Programme — And Why Does Structure Matter?

A domestic Medium-Term Note programme is a legal and regulatory framework that allows a company or institution to raise debt from investors over a defined period — typically several years — under one pre-approved structure. Instead of going through the full legal and regulatory process for each new bond issue, the issuer sets up the framework once and can then issue individual “tranches” (portions) whenever it needs funds, with different interest rates, maturities, and terms each time. Think of it like a pre-approved line of credit at a bank: the bank approves the maximum amount and the general conditions once, and the borrower can draw down funds as needed without reapplying from scratch each time. For NamPower, this is ideal — the corporation has a pipeline of energy infrastructure projects that require consistent capital over the coming years, and a DMTN allows it to raise that capital incrementally and efficiently as project phases are reached.

The listing on the NSX gives the programme legitimacy, regulatory oversight, and the credibility that comes with exchange-based disclosure. It also signals to international ratings agencies and development finance institutions that NamPower is operating within a formal, transparent capital markets structure.

“This platform provides us with flexible and cost-effective access to domestic capital markets and reinforces our commitment to the development of Namibia’s financial sector.” — Kahenge Haulofu, Managing Director, Nampower

So, What Exactly Is a Private Placement?

Here is the critical distinction that many news reports glossed over: the NamPower DMTN programme is a private placement. This means that when NamPower issues individual tranches of notes under this programme, those notes are offered directly and exclusively to a select group of prequalified institutional investors — not to the general public.

A private placement is, by design, the opposite of a public offering. In a public offering (also called a public issue), any member of the public — provided they meet minimum investment thresholds —can subscribe to buy the bonds. In a private placement, the issuer approaches specific investors directly: pension funds, insurance companies, asset managers, banks, development finance institutions, and other large-scale institutional players.

The notes are not advertised to the public, there is no open application process, and there is no mechanism through which an individual Namibian can log onto a brokerage app and purchaseN$1,000 worth of NamPower bonds. The transaction occurs between NamPower and institutions that manage billions in assets on behalf of their clients — which, indirectly, may include ordinary Namibians through their pension contributions, but that is a very different thing from direct access.

Why Is It structured this way? The Regulatory and Commercial Reasons

Private placements are not sinister or unusual — they are a standard, globally practised mechanism in debt capital markets, used by governments, state-owned enterprises, and corporations worldwide. There are several legitimate reasons why NamPower structured this as a private placement rather than a retail public offering.

Regulatory complexity of retail offerings.

Issuing bonds to the public requires a different, more onerous level of regulatory disclosure, investor protection safeguards, and ongoing reporting.

The Namibia Financial Institutions Supervisory Authority (NAMFISA) and the NSX have distinct requirements for public offers. A private placement is simpler, faster, and less costly to execute from a regulatory standpoint.

Investor sophistication and risk management

Medium-term notes carry interest rate risk, credit risk, and liquidity risk. Institutional investors have dedicated risk management teams, investment committees, and the financial expertise to properly evaluate these risks. Retail investors may not, and regulators worldwide generally seek to protect ordinary people from complex debt instruments they do not fully understand.

Speed and certainty of funding

When NamPower needs to raise N$500 million for a specific project phase, it needs certainty.

Institutional investors can commit large sums quickly after internal approvals. A retail offering requires marketing campaigns, subscription periods, and significant uncertainty about whether

the full amount will be raised.

Cost efficiency

Running a public offer involves underwriting fees, advertising, roadshows, and extended legal work. A private placement to known institutional counterparties is considerably cheaper to execute — and lower issuance costs mean better value for NamPower, and ultimately for Namibian electricity consumers.

Market convention in Namibia

Namibia’s DMTN market has historically been an institutional market. The participants who

have built Namibia’s debt capital markets — the pension funds, insurers, and asset managers — expect this structure. It is how the market operates.

Who Actually Gets to Invest?

The investors targeted by NamPower’s DMTN programme are Namibia’s institutional investors: entities like the Government Institutions Pension Fund (GIPF), Old Mutual Namibia, Sanlam Namibia, Momentum Metropolitan Namibia, and various smaller asset managers and insurers that together manage hundreds of billions of Namibia dollars in accumulated savings,

pension contributions, and premiums.

These institutions are mandated by their own regulatory requirements to invest a portion of their portfolios in domestic assets — a policy called “domestic asset requirements” — and investment-grade corporate bonds from creditworthy state-owned enterprises like NamPower Kt that mandate perfectly. For these institutions, NamPower bonds offer a stable, government-linked return that is typically superior to cash deposits but carries less risk than equity investments.

In this sense, ordinary Namibians do have an indirect stake. Every Namibian worker contributing to a pension fund, every policyholder at an insurance company, benefits if those

institutions earn good returns on investments like NamPower bonds. But this is passive and indirect — the individual Namibian has no say in, awareness of, or direct benefit calculation from, a specific NamPower bond holding in their pension fund.

The key distinction: You cannot buy NamPower bonds. Your pension fund manager might. If they do, you benefit marginally through improved fund performance — but you cannot choose this investment, you cannot see it on a statement as “your NamPower bond,” and you cannot sell it when you want. The decision, the return, and the risk management all sit with the institution, not with you.

This is not a legal loophole or a deliberate exclusion of the public — it is simply how wholesale debt capital markets function globally, including in South Africa, Kenya, Botswana, and every other African market with a functioning bond exchange.

Did Namibians Miss an Opportunity?

This is the question that matters most to ordinary Namibians who read about a N$5 billion listing and wondered where they could sign up. The honest answer is: not exactly — but the question reveals a genuine gap in how Namibia’s capital markets currently function.

NamPower is a state-owned enterprise. It is owned by the Namibian government on behalf of all Namibian citizens. When it raises capital through a bond listing, it is borrowing money that it will repay — with interest — using revenue generated from electricity tariffs paid by those same citizens. In a very real sense, Namibians are both the owners of NamPower and its ultimate source of income. Yet they are excluded from directly lending it money and earning the interest that institutional investors will earn.

This is not a NamPower policy failure — it is a structural feature of how Namibia’s financial markets have developed. Retail bond investing remains largely inaccessible to ordinary Namibians. There is no equivalent of, say, Kenya’s M-Akiba programme — a mobile-phone-accessible government bond product that allowed ordinary Kenyans to invest as little as KES 3,000 (roughly N$400) in government securities. Namibia has no retail savings bond programme widely accessible to the public. The NSX’s debt market is almost exclusively institutional.

What ordinary Namibians did miss is not NamPower bonds specifically, but the broader opportunity: a chance to earn above savings- account returns on a government-linked debt instrument issued by an entity they effectively own. Whether NamPower or the government should create retail-accessible instruments in the future is a legitimate policy conversation — but it is one that goes far beyond this single listing.

Public vs. Private: !e Key Differences

The Green Dimension: What Makes !is Bond Sustainable?

One of the headline features of the NamPower DMTN programme is its inclusion of green and sustainable notes — debt instruments whose proceeds are ringfenced for projects meeting international environmental standards. Nedbank Namibia worked with NamPower to develop a sustainable finance framework aligned to the United Nations Sustainable Development Goals (SDGs), and global ratings agency S&P Global provided a Second Party Opinion (SPO) validating the framework’s credibility.

This is significant for several reasons. First, it signals to international development finance institutions — entities like the African Development Bank, the Development Bank of Southern

Africa, or green climate funds — that NamPower’s debt instruments meet globally recognised environmental benchmarks. This can unlock access to capital from sustainability-mandated investors who cannot invest in instruments without such frameworks.

Second, it reflects a growing global trend where energy utilities, particularly those in developing economies transitioning away from fossil fuels, are aligning their financing with climate commitments. For Namibia, which is pursuing ambitious renewable energy targets and grappling with persistent power deficits, green financing frameworks are not merely cosmetic —they are a pathway to the cheaper, larger-scale capital needed to build the solar, wind, and grid infrastructure the country requires.

For ordinary Namibians, the sustainability dimension matters indirectly: if NamPower can raise capital more cheaply and efficiently through green-labelled instruments, the long-term case

for electricity tariffs stability improves. Expensive debt is ultimately passed on to consumers.

“The successful listing of the DMTN Programme demonstrates and confirms the sophistication of Namibia’s debt capital markets and provides institutional investors with diversified investment opportunities.” — Romé Mostert, Director, Cirrus Securities

What Would It Take for Namibians to Invest Directly?

For ordinary Namibians to invest directly in bonds issued by NamPower or similar state entities, several things would need to change — none of them impossible, but all requiring deliberate policy and market development.

A retail bond programme

The Namibian government or a state entity would need to deliberately structure a bond offering for retail investors, with low minimum investments, simple application processes (ideally mobile-accessible), and clear terms. Some African countries — notably Kenya, Rwanda, and Ghana — have pioneered retail government bond programmes with considerable success.

Retail brokerage access

Ordinary Namibians need affordable, accessible brokerage services to buy and sell bonds. Currently, most brokerage accounts in Namibia carry minimum balance requirements and fee structures that exclude lower-income earners. Digital brokerage platforms with low-cost entry points would transform retail market participation.

Financial literacy investment

Even if retail bond products were available tomorrow, widespread participation would require

significant financial education. Most Namibians have limited exposure to concepts like bond yields, interest rate risk, maturity periods, and credit ratings — all of which matter when making an informed investment decision.

Regulatory framework expansion

NAMFISA and the NSX would need to develop and enforce clear frameworks for retail bond

issuances, including investor protection measures appropriate for unsophisticated investors.

None of these are pipe dreams. They are policy choices. The NamPower DMTN listing, ironically, provides the perfect moment to begin that conversation — because it has made visible a gap that many Namibians did not know existed.

The Bigger Picture: Namibia’s Debt Markets at a Turning Point

The NamPower listing is genuinely significant for Namibia’s financial development, even if ordinary citizens cannot participate directly. A N$5 billion DMTN programme anchored by a creditworthy state entity deepens the domestic bond market, provides a pricing benchmark for other issuers, and demonstrates that Namibian institutions can execute complex, internationally validated capital markets transactions without reliance on South African or offshore markets.

NamPower managing director Kahenge Haulofu framed the listing as reinforcing “Namibia’s commitment to the development of the financial sector.” Cirrus Securities’ Romé Mostert pointed to the transaction as evidence of “the sophistication of Namibia’s debt capital markets.” Both statements are accurate — but sophistication in wholesale markets and accessibility for ordinary citizens are two different measures of a financial system’s success, and Namibia currently excels more at the former than the latter.

The real question the NamPower listing should prompt is not whether institutional investors will benefit — they will. The question is whether Namibia’s policymakers, regulators, and

financial sector leaders will use this momentum to build the next layer: accessible, affordable, and understandable investment products for the Namibian public whose taxes, tariffs, and pension contributions underpin the entire edifice of the capital market they are currently barred from entering.

In summary, NamPower’s N$5 billion bond programme is a private placement aimed exclusively at institutional investors. Ordinary Namibians cannot invest in it directly — not because of any specific policy targeting them, but because of how wholesale debt capital markets are universally structured.

Namibians were not so much denied an opportunity as they were simply not the intended audience for this product. Whether Namibia should create products that make them the intended audience for future issuances is a conversation the country’s financial sector, regulators, and government now have an excellent reason to have.

Lot Ndamanomhata is from Ekoka. This article reflects his views and write entirely in his personal capacity.

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