ANSARADA DealMakers Shortlisted Nominees for 2023

The winners of the DealMakers subjective awards will be unveiled at the ANSARADA DealMakers Annual Awards on the 13 February 2024. The shortlisted nominees, as judged by the Independent Panel are:

Petronas’ sale of its Engen stake to Vivo Energy

Following a competitive process by Petronas to find a suitable buyer for its 74% shareholding in African-based energy group Engen, Vivo Energy emerged as the successful bidder. The transaction, the value of which is not in the public domain, is one of the largest downstream investments in Africa, and following the deal, will result in the group having more than 3,900 service stations in 27 African countries.

Local Advisers: Rothschild & Co, Standard Bank, Citigroup Global Markets, Morgan Stanley, Rand Merchant Bank, ENS, Werksmans, Webber Wentzel and EY.

Liberty Two Degrees buyout by Liberty

The buyout of minorities brought Liberty Two Degrees (L2D) fully back into the group after seven years of a separate listing on the JSE. As its major shareholder with an c.61% stake, L2D was one of the less liquid listed property stocks. The offer of R5.55 a share represented a premium of 46.4% to the 30-day volume-weighted average price at the time of announcement giving investors a favourable exit. The property REIT owns around 25% of a portfolio of landmark retail and hospitality assets in SA.

Local Advisers: Rand Merchant Bank, Java Capital, Standard Bank, Werksmans, Webber Wentzel and Mazars.

Disposal by Life Healthcare of Alliance Medical Group to iCON Infrastructure

After receiving several unsolicited proposals from third parties to acquire its European diagnostic and molecular imaging business, Life Healthcare announced its disposal of AMG just seven years after its acquisition from funds managed by M&G Investments and Talbot Hughes McKillop. The deal, valued at c.R21bn (including debt) will unlock significant value for shareholders with the company set to return c.R8,4bn to shareholders by way of a special dividend.

Local Advisers: Goldman Sachs, Barclays Bank, Rand Merchant Bank, Standard Bank, Webber Wentzel, Werksmans, Deloitte and BDO.

Sun International’s acquisition of Peermont

Announced in December the Peermont transaction, to be funded entirely by debt, provides Sun International with an opportunity to build scale and acquire a world-class and highly cash generative business. The R3,2bn equity deal brings 11 properties, located across South Africa and Botswana, including flagship Emperors Palace, and online betting platform PalaceBet. For Peermont shareholders, the deal provides an opportunity to achieve meaningful liquidity and for the combination with a respected and successful listed entity.

Local Advisers: Nedbank CIB, Rand Merchant Bank, Cliffe Dekker Hofmeyr, Bowmans, Webber Wentzel, Herbert Smith Freehills South Africa, PwC and Deloitte.

RCL Foods’ disposal of Vector Logistics to AP Møller

Remgro-owned RCL Foods sold its frozen logistics business, Vector Logistics, to a South African subsidiary of A.P. Møller Capital, a Danish fund manager and part of global shipping and logistics group A.P. Møller-Maersk. The R1,25bn deal was two years in the making following a competitive disposal process to seek a strategic partner. The deal will enable Vector Logistics to expand its supply chain expertise and logistics services to meet growing demand in Africa.

Local Advisers: Rand Merchant Bank, Baker McKenzie, White & Case (SA), Webber Wentzel and EY.

Exit by Carlyle Group of Tessara to AgroFresh

In 2018, Carlyle’s sub-Saharan Africa Fund acquired a majority stake in Cape-based Tessara. In 2023 the private equity firm exited its investment through a competitive auction process. AgroFresh is an AgTech innovator and global leader in post-harvest produce freshness and packaging solutions; Tessara specialises in SO2 generating sheets to prevent fungal decay and are sold in over 22 countries on five continents. During its tenure, Carlyle focused on strengthening Tessara’s R&D, new product innovation and on expanding the capacity of its manufacturing facilities.

Local Advisers: Bowmans, White & Case (SA), ENS, Webber Wentzel and EY.

Capitalworks’ exit of Robertson and Caine to Vox Ventures

Capitalworks, an alternative asset management firm, has exited its 2015 investment in South Africa’s largest boat builder, Robertson and Caine, to international investment company Vox Ventures, a wholly owned subsidiary of PPF, a European investment firm. The deal represents one of the most significant foreign direct investments in the marine industry in South Africa. The business has been positioned to benefit from the next phase of growth offered by a strategic investor.

Local Advisers: CMS, Werksmans, Webber Wentzel and PwC.

Absa’s eKhaya B-BBEE transaction

In March 2023, Absa announced the implementation of an R11,2bn Broad-Based Black Economic Empowerment deal allocating a 7% shareholding to staff and community beneficiaries. The deal is structured with a 4% evergreen Corporate Social Investment component (CSI Trust) and a 3% vesting staff element (ESOP). Staff employed by Absa’s subsidiaries outside of South Africa will participate equally in a cash-equivalent staff scheme, equivalent to about 1% of the Absa Group’s market capitalisation. The transaction will directly impact c.35,000 people employed by Absa and benefit a broader constituency across South Africa through the CSI Trust.

Local Advisers: Absa CIB, Oxford Partners, J.P. Morgan, ENS, PwC and KPMG.

Heineken Beverages’ Bokamoso transaction

Announced in July, almost 5,000 employees will jointly own a 6% stake in the company through an employee share ownership plan (ESOP) called the Bokamoso Workers Trust. The scheme is one of the conditions of ownership imposed by South Africa’s competition authorities in 2021, when Heineken International acquired Distell from minority shareholders. Distell’s previous empowerment deal saw the Distell Development Trust hold a 15% interest in the group’s local operations. This stake was rolled into the larger Heineken Beverages SA that was created through the merger, diluting the stake to an overall interest of 9%.

Local Advisers: Rand Merchant Bank and Webber Wentzel.

DewCrisp Western Cape

With 700 employees, the company applied to enter business rescue in July 2023. At the time, DewCrisp was facing three liquidation applications and it was in a state of severe financial distress, with virtually no working capital available. The company’s financial position was adversely affected by the COVID-19 pandemic and the lockdown measures put in place. Not only was retail income affected by the status quo, but so too were the crops which could not be harvested nor sold. The BRPs and the rescue team, assisted by management, worked on improving the profitability and sustainability of the company by undertaking an extensive operational restructuring. The business rescue process was successful in preventing the liquidation of the company, with 99% of creditors voting to adopt the business rescue plan. Additionally, the current shareholding remains intact.

Local Advisers: Engaged Business Turnaround and Werksmans.

Cast Products South Africa

Cast Products South Africa (CPSA), the largest foundry group in South Africa and 85% owned by the Industrial Development Corporation of South Africa (IDC), was placed in voluntary business rescue by its board in December 2021. In the four years until it was placed in business rescue, the company lost c.R1,7m, excluding the losses that accumulated after the IDC acquired Scaw Metals from Anglo American in 2010 as a result of pressure from escalating input costs, particularly electricity and scrap metal. The restructuring and restoration of solvency has been finalised, and the BRP’s are presently in the process of restructuring the Board and appointing a strategic management team to take the business forward. R1bn of liability has been restructured, the manufacturing capacity for South Africa has been retained, and corresponding jobs preserved under circumstances where the manufacturing industry is facing challenging economic times.

Local Advisers: Engaged Business Turnaround, Chrisyd Advisory Services and ENS.

Colin du Toit (Webber Wentzel)

Colin, a Partner at Webber Wentzel, has led on a number of high-profile deals, including MTN SA’s sale and leaseback of its SA towers portfolio. He advised Thungela Resources on its acquisition of a controlling stake in the Ensham Coal Mine and advised Safari Investments in respect of the public offer by Heriot REIT to acquire all the issued shares in Safari not already held. Colin was also a core part of the team that worked on the acquisition by Northam of an anchor stake of 34.5% of Royal Bafokeng Platinum and subsequent contested general offer for its control.

Ferdi Vorster (Rand Merchant Bank)

A member of the Rand Merchant Bank team, Ferdi advised Vivo Energy and Vitol on the acquisition of Engen from Petronas. He led the acquisition by Pick n Pay of Tomis and was involved as part of the RMB deal team that advised Life Healthcare on the sale of Alliance Medical, the buyout and delisting of Liberty Two Degrees, and RCL Foods’ sale of Vector Logistics to A.P. Møller Capital. Ferdi also worked on the sale of a 68.3% stake in Tanzanian-listed Tanga Cement by AfriSam to German multinational, Heidelberg Cement, first announced in 2021 – a deal that has taken numerous twists and turns over a few years, in terms of regulatory approvals.

Gareth Armstrong (Rand Merchant Bank)

Gareth is a Corporate Finance Executive at RMB and heads up the Consumer & Healthcare advisory business. In 2023, he helmed several market-leading including Life Healthcare’s sale of Alliance Medical Group to entities advised by iCON Infrastructure and led the RMB team that advised RCL Foods’ sale of Vector Logistics to A.P. Møller Capital. He also advised Richemont on the cancellation and replacement of its Depositary Receipts and A Warrant Receipt programmes and previously co-advised CIVH on its significant investment in Vodacom and CIVH on the acquisition of Herotel in a transformational deal for the TMT infrastructure sector.

Giles Douglas (Rothschild & Co)

Co-head of Rothschild & Co, Giles advised Petronas on its disposal of its 74% interest in Engen to Vivo Energy. He also advised ZCCM Investment Holdings and the Government of the Republic of Zambia on the restructuring and sale of a majority interest in the Mopani Copper Mine, providing various strategic initiatives in relation to the mine, and to the introduction of a strategic partner into the asset. Among other deals over the past few years, Giles has advised Ascendis Healthcare on its restructuring and debt for assets swap, and the sale of Respiratory Care Africa to ATA Capital.

Ryan Wessels (Bowmans)

Ryan is a Partner in the Bowmans M&A practice, which he joined in 2005. During the year he advised US-based AgroFresh on its entry into the South African market through the acquisition of local Tessara from The Carlyle Group. He also worked on the unbundling by Barloworld of the Zeda Group, and TotalEnergies’ divestment of its joint venture equity stake in the South African Natref refinery business to Prax Group. He advised MTN on its initial public offering of 20% of its shares in MTN Uganda and a listing of MTN on the Uganda Security Exchange.

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