Thursday, November 27, 2025
Home Blog

Who’s doing what this week in the South African M&A space?

0

Exxaro Resources, through its wholly owned subsidiary Cennergi Holdings, has acquired from ACCIONA Energia majority stakes in two operational renewable assets generating a combined gross 213 MW of energy. For a purchase price of between R1,7 billion and R1,8 billion, Exxaro will acquire 100% of Acciona Energy South Africa which owns a 54.9% stake in each of Gouda Wind Far and Sishen Solar Photovoltaic Farm in the Western Cape and the Northern Cape respectively. In addition, Exxaro will take ownership of an 80% stake in Acciona Energy South Africa O&M, the associated entity for operation and maintenance of the assets. The purchase consideration will be discharged in cash through Exxaro’s existing cash reserves and undrawn bank facilities.

Sirius Real Estate has acquired a multi-tenant business park located in Hamburg-Rothenburgsort, northern Germany’s largest continuous industrial area. For a purchase consideration of €31,9 million, the EPRA Net Yield is 6.1% with the park currently generating annualised rent of €2,15 million, with an 89% occupancy.

Hammerson has acquired the remaining 50% interest in The Oracle, Reading, from its joint venture parter, a subsidiary of Abu Dhabi Investment Authority. Hammerson will pay a headline price of £104,5 million for the stake which is expected to be c.5% accretive to the Group’s financial 2026 earnings. In line with its growth strategy, this is the fourth joint venture buyout in just over a year.

In line with its strategy to reduce debt by 50% by de-leveraging its balance sheet through the disposal of non-fishing assets, Sea Harvest has disposed of Ladismith Cheese Company to a subsidiary of Woodlands Dairy which is 74.99% owned by Gutsche Family Investments. The purchase consideration, to be determined on its enterprise value of R840 million will be adjusted in terms of the agreement. Prior to the implementation of the disposal, Sea Havest will implement a restructure of the shareholding of Ladismith Cheese in terms of which Ladismith Cheese and its subsidiaries Ladismith Powder and Mooivallei will become direct subsidiaries of Sea Harvest rather than a subsidiary of Cape Harvest Food. The disposal constitutes a category 2 transaction.

Last week Labat Africa informed shareholders it had re-engaged with All Trading, a company owned by two directors of Labat following the failed deal announced in October with 64P Investment. This week the proposed deal with All Trading which entailed the disposal by Labat of its Healthcare assets comprising shareholdings in CannAfrica, Sweetwaters, BioData, The Highly Creative, African Cannabis Enterprises and Labat Healthcare for a purchase consideration of R23 million has also been terminated. Following the withdrawal by All Trading, Labat has accepted an improved offer from 64P Investments for some of the subsidiaries in the Healthcare segment.

Vodacom’s 2021 announcement of the acquisition of a 30% stake in Maziv, has received the final outstanding approval from ICASA. The transaction will be implemented on 1 December 2025.

Metrofile shareholders approved the scheme of arrangement which will see the company delist on 20 January 2026. Shareholders were offered a cash consideration of R3.25 per offer share valuing the take private of the company at R1,37 billion.

At the general meeting shareholders approved the offer by Safari Investments RSA to acquire a 38.72% stake in the company (excluding the 59.2% stake held by Heriot REIT) for R791,88 million, representing R8.00 per share. The company is expected to be delisted on 23 December 2025.

Ata Fund II (Ata Capital) has successfully exited its investment in Novare, a Johannesburg-based diversified financial services company providing investment solutions with operations across the African continent. The 26% stake was sold to management for an undisclosed sum.

Managed ICT and IoT solutions provider Metacom, has acquired Isenzo Broadcasting, a developer of software applications for digital signage and customer engagement and the architect behind the Metacom Multimedia Centre. The acquisition builds on a seven-year collaboration between the two companies. Financial details were undisclosed.

Competition Commission approval has been granted for the acquisition by US luxury apparel group Ralp Lauren to acquire the Polo brand in South Africa owned by South African company LA Group. The deal brings an end to decades of trademark legal cases between the two entities.

DealMakers is SA’s quarterly M&A publication.
www.dealmakerssouthafrica.com

Weekly corporate finance activity by SA exchange-listed companies

0

OUTsurance (OGL) has issued 388,661 shares to shareholders holding 890,130 OUTsurance Holding (OHL) shares valued at R28,15 million. This increases OGL’s stake in OHL to 92.78% with the remaining 7.22% stake held by directors and management.

Tiger Brands has given R4,4 billion to shareholders by way of a final special dividend of R27.10 per share, declared out of income reserves. This, together with the interim special dividend of R12.16 per share, bring the total special dividend for the year to R39.26 per share.

Investec ltd has, in line with its share purchase and buy-back programme of up to R2,5 billion (£100 million), announced further transactions. Over the period 20 – 25 November 2025, Investec ltd purchased on the LSE, 804,882 Investec plc ordinary share at an average price of £5.4409 per share and 485,811 Investec plc shares on the JSE at an average price of R123.7518 per share. Over the same period Investec ltd repurchased 3321,635 of its own shares at an average price per share of R123.7917. The Investec ltd shares will be cancelled, and the Investec plc shares will be treated as if they were treasury shares in the consolidated annual financial statements of the Investec Group.

Africa Bitcoin commenced trading in the US on the OTCQB Venture Market on 26 November 2025. This provides investors globally with an additional channel to access the shares. Trading on this platform has no foreign share register, no depositary receipt structure and no offshore custodial arrangement. Shares traded in this market remain settled and held within South Africa via the JSE and Strate systems.

Cell C placed 102 million shares, representing one-third of its shares in a pre-listing private placement raising R2,7 billion with shares priced at R26.50, below the price range of R29.50 to R35.50 per share in the pre-listing document. The company listed 340 million shares in the Telecommunications Services sector on the Main Board of the JSE on 27 November, with share price closing the day R27.50, giving the company a market capitalisation of R9,3 billion. This compares with MTN (R301,5 billion) Vodacom (R285,1 billion) and Telkom (R25,7 billion).

As set out in the Optasia pre-listing statement Standard Bank, as stabilisation manager, was required to sell up to an additional 44,665,332 shares representing (at the Offer Price) an aggregate amount of R849 million, in connection with any stabilisation potentially required to support the market price of the shares to the extent it fell below the Offer Price during the Stabilisation Period. A total of 8,852, 556 shares, comprising 19.82% of the Overallotment Option, have been purchased which will be distributed to the overallotment shareholders.

In October 2025, Tsogo Sun commenced with a share buy-back programme and has acquired 9 million shares to the value of R59,7 million. The repurchased shares have been cancelled and delisted.

In May 2025 Tharisa announced it would undertake a repurchase programme of up to US$5 million. Shares have been trading at a significant discount, having been negatively impacted by the global commodity pricing environment, geo-political events and market volatility. Over the period 17 to 21 November 2025, the company repurchased 10,400 shares at an average price of R21.66 on the JSE and 313,375 shares at 95.84 pence per share on the LSE.

In October 2024, Anheuser-Busch InBev announced a US$2 billion share buy-back programme to be executed within the next 12 months which will result in the repurchase of c.31,7 million shares. The shares acquired will be kept as treasury shares to fulfil future share delivery commitments under the group’s stock ownership plans. During the period 17 to 21 November 2025, the group repurchased 697,413 shares for €37,11 million.

On 19 February 2025, Glencore announced the commencement of a new US$1 billion share buyback programme, with the intended completion by the time of the Group’s interim results announcement in August 2025. This week the company repurchased 9,600,000 shares at an average price per share of £3.57 for an aggregate £34,32 million.

South32 continued with its US$200 million repurchase programme announced in August 2024. The shares will be repurchased over the period 12 September 2025 to 11 September 2026. This week 1,666,634 shares were repurchased for an aggregate cost of A$5,25 million.

The purpose of Bytes Technology’s share repurchase programme, of up to a maximum aggregate consideration of £25 million, is to reduce Bytes’ share capital. This week 222,215 shares were repurchased at an average price per share of £3.43 for an aggregate £761,359.

In May 2025, British American Tobacco extended its share buyback programme by a further £200 million, taking the total amount to be repurchased by 31 December 2025 to £1,1 billion. The extended programme is being funded using the net proceeds of the block trade of shares in ITC to institutional investors. This week the company repurchased a further 629,180 shares at an average price of £42.40 per share for an aggregate £26,66 million.

During the period 17 to 21 November 2025, Prosus repurchased a further 1,069,070 Prosus shares for an aggregate €69 million and Naspers, a further 413,705 Naspers shares for a total consideration of R494,1 million.

Eight companies issued a profit warning this week: Spar, Cilo Cybin, Copper 360, Novus, Mantengu, Trematon Capital Investments, Nutun and Accelerate Property Fund.

Five companies issued or withdrew a cautionary notice: Ascendis Health, Trustco, MTN Zakhele Futhi (RF), Mantengu and Labat Africa.

Who’s doing what in the African M&A and debt financing space?

0

African Originals, the Nairobi craft-drinks producer, has reportedly secured a KES129,6 million (US$1 million) investment from Phoenix Beverages to expand local manufacturing and accelerate product development. This is the second injection into African Originals by Phoenix Beverages, which first acquired a minority stake in the company in 2023. The funds will be used to upgrade production facilities and strengthen its cider, spirits and ready-to-drink cocktail lines.

Proparco has completed an investment in BasiGo, a Nairobi-based e-mobility start-up providing electric bus solutions for public transport operators in Kenya and Rwanda. The company locally assembles electric buses, develops and operates charging infrastructure, and partners with bus operators to offer a cost-effective electric alternative to diesel for mass public transport in African cities. The size of the investment was not disclosed.

Safaricom has launched the first tranche of its KES15 billion Tax-Exempt Green Bond under its KES40 Billion Domestic Note Programme, with an option to raise an extra KES5 billion if demand exceeds. Proceeds from the Green Bond will finance and/or refinance the portfolio of eligible green projects, reinforcing Safaricom’s sustainability agenda. Under Kenyan law, interest earned on these green bonds is tax-exempt, allowing investors to enjoy the full benefit of their returns and maximising value.

Nigeria’s Champion Breweries Plc opened its ₦15.91 billion rights issue to qualified shareholders on November 24. The programme, which was approved at the company’s Extraordinary General Meeting on July 24, 2025, covers 994,221,766 ordinary shares at ₦16 per share. Eligible shareholders may apply for one new share for every nine shares held as of September 4, 2025. Champion Breweries said the rights issue is intended to strengthen its capital position and support ongoing operational and strategic plans.

Kalahari Cement, the largest shareholder in East Africa Portland Cement (EAPC), has agreed to acquire the 27% stake held by Kenya’s National Social Security Fund (NSSF) for KES1.6billion (US$12.33 million). Kalahari said it had signed a share purchase agreement on 25 November 2025 to buy NSSF’s 23,4 million shares at KES66 each, valuing the transaction at KES1.604 billion.

Cairo-based HR tech startup specialising in workforce management solutions, bluworks, has closed a US$1 million seed funding round led by A15, Enza Capital, Beltone Venture Capital, Acasia Ventures and strategic angel investors. The platform addresses blue-collar workforce management challenges through employee scheduling, attendance tracking, payroll processing, real-time salary disbursement, and compliance management tailored for Egyptian regulatory requirements.

The Mauritius Commercial Bank has granted a strategic financing package to Invictus Investment Company PLC, an agro-food enterprise in the Middle East and Africa. The financing package is structured as an acquisition finance and revolving credit facility and will support Invictus Investment’s expansion into new markets while also strengthening its working capital position as it continues to scale its operations.

Falcon Corporation, an indigenous player in Nigeria’s energy and gas sector, has announced that Energy& LLP, a subsidiary of EverCorp Industries, has acquired an equity stake in Falcon Corporation from BKM & S Konsult. Financial terms were not disclosed.

Business Rescue Practitioners: the dealmakers of the future

For many years, “business rescue” has been a phrase that made company directors and lenders uneasy. It carried the sense of failure, of a business reaching a dead end. In boardrooms, its mention often brought to mind job losses, creditor disputes and liquidation sales.

But that perception is changing. In South Africa, business rescue has evolved into one of the most effective and creative tools for restructuring and dealmaking. It is no longer merely a defensive measure to delay collapse; it has become a strategic process for unlocking value, facilitating acquisitions, and preserving businesses that would otherwise be lost.

At the heart of this shift is a new breed of professional: business rescue practitioners who are not traditional insolvency specialists, but restructuring specialists. They bring commercial and financial insight into distressed situations, often shaping outcomes that deliver real value. Increasingly, they are becoming the dealmakers of the future; professionals who can turn moments of financial distress into structured opportunities for investors, creditors and employees alike.

Recent South African examples illustrate this evolution. The restructurings of Rebosis Property Fund, the sale of West Pack Lifestyle, and the earlier turnaround of AutoTrader show how business rescue can act as a bridge between crisis and opportunity. These are not stories of collapse, but of reinvention – of brands surviving and thriving under new ownership. They show how business rescue can serve both as a lifeline for struggling companies, and as a springboard for investors looking for structured opportunities in the distressed market.

Business rescue provides a legal and commercial “safe harbour” for companies facing financial pressure – a chance to pull off the highway, take stock, and chart a new route before getting back on the road. It gives management the space to reorganise, while protecting against creditor action and creating a stable environment for negotiations. For investors, this creates a unique opportunity. Deals can be structured within a regulated framework, with defined timelines and transparent processes. Buyers can often acquire assets free from legacy liabilities, allowing the business to restart cleanly and sustainably. Because the process is governed by statute and subject to court oversight, outcomes carry enforceability and certainty rarely found in informal restructurings.

Unlike liquidation, where value is eroded and operations cease, business rescue is designed to preserve going-concern value. It protects employees, maintains business continuity, and supports competitive sale processes that help achieve better recoveries for creditors. In an economy marked by volatility, weak demand and tight liquidity, that structure and predictability are invaluable.

The role of the business rescue practitioner has also changed significantly. Today’s practitioners act as strategists, negotiators and facilitators – coordinating stakeholders, engaging investors, and managing the commercial process from stabilisation through to exit. Empowered by the provisions of Chapter 6 of the Companies Act, business rescue practitioners are uniquely positioned to design and execute transactions that balance competing interests and unlock value. Supported by legal representation, they are financial advisors who, through the business rescue process, are also able to act, in many respects, as investment bankers — the glue that holds complex restructurings together.

In many ways, they are the navigators who help distressed companies find a new path when the road ahead seems blocked. By bridging the gap between law and commerce, practitioners have become key enablers of South Africa’s modern restructuring ecosystem.

Business rescue also offers features that make it particularly suited to structured transactions. Outcomes are guided by a statutory plan and subject to oversight, which reduces the risk of challenge or reversal. Buyers often acquire businesses free from old liabilities, providing a clean foundation for growth. The process itself is controlled and transparent, giving stakeholders visibility and confidence, while structured and accelerated sale processes typically attract more bidders and deliver better value than informal distressed sales.

Two mechanisms stand out as powerful levers in this environment: post-commencement finance (PCF), and the acquisition of secured claims. PCF keeps a business trading through the rescue process, and gives financiers both repayment priority and influence over key decisions. For investors, providing PCF is often the best way to gain a seat at the table and help shape the direction of the restructuring. Similarly, acquiring secured claims – as seen in the Murray & Roberts restructuring – allows investors to step into the position of major creditors. With that voting power comes the ability to drive outcomes that preserve value and create long-term strategic advantage.

The message for boards and investors is clear: business rescue is not the end of the road; it is a reset button. It creates the space for reinvention, the structure for credible transactions, and the framework for real value recovery. Those who learn to engage early – by identifying distressed assets, providing PCF, acquiring claims, and partnering with practitioners – will be best placed to seize the opportunities that these processes create.

When the market begins to see business rescue through this positive lens, business rescue practitioners will rightly be recognised as the dealmakers of the future; the professionals who help turn financial dead ends into new routes, and guide South African businesses back onto the road to recovery.

Tobie Jordaan is a Partner and Jess Osmond a Senior Associate | Bowmans South Africa

This article first appeared in DealMakers, SA’s quarterly M&A publication.

South Africa’s retail revolution

In the shadow of South Africa’s sluggish economic recovery, where GDP growth has hovered below 1% for several years and total retail sales growth has been anaemic, the retail sector is undergoing a seismic transformation.

Gone are the days of siloed shopping experiences; in their place, a bold revolution is unfolding. South African retailers, no longer content with capturing a single sale transaction, are now engineering comprehensive customer ecosystems that weave together shopping, delivery, financial services and loyalty into seamless digital portals.

This isn’t mere convenience; it’s a calculated bid to dominate the “share of wallet” in a low-growth environment, where every rand counts. This shift is not just reshaping consumer habits – it is likely to fuel a wave of mergers, acquisitions and collaborations that could redefine the power dynamics across the retail, banking and cellular sectors.

At the vanguard are South Africa’s major retailers, leveraging unique strengths to build multifaceted platforms and vying with SA’s banking giants, cellular operators, and fintech players to capture spend.

Shoprite, via Checkers Sixty60, pivoted from high-velocity essentials to a full-service retail hub. What began as ultrafast grocery delivery now includes meal planning, exclusive deals and financial nudges, capitalising on the 20 million-plus daily customer touchpoints the group commands.

Meanwhile, The Foschini Group (TFG) has deployed Bash to unify its retail portfolio (apparel, homeware and sportswear) into a lifestyle companion. Bash is a personalised curator of fashion, styling advice, credit offerings and rewards benefits, drawing on TFG’s expertise to enhance customer retention.

E-commerce leader, Takealot has transcended pure retail by integrating its proprietary fleet and the Mr D food platform, resulting in an unparalleled logistics business. It is now expanding its suite of solutions to include a marketplace and fulfilment product to support other merchants’ e-commerce offerings.

Weaver Fintech, having put financial services at the core of its business, leveraged its Homechoice retail legacy to build a two-sided marketplace. It now serves consumers with integrated retail and financial services (PayJustNow® Buy now, pay later (BNPL) and FinChoice credit), while expanding the e-commerce reach of over 3,300 merchants.

Starved of organic growth due to macroeconomic headwinds and high interest rates, retailers are aggressively encroaching on adjacent territories. Financial services, once exclusive to banks, are a lucrative expansion, with retailers eyeing BNPL, cryptocurrencies, embedded micro-loans and insurance to boost wallet share and lifetime value.

The revolution is not happening in a vacuum.

It’s propelled by South Africa’s high smartphone penetration (surging past 90% of adults), which has turned every pocket into a storefront.

The real accelerants are infrastructural leaps. Delivery ecosystems have matured dramatically, especially in groceries, where same-day or even same-hour fulfilment is standard. Checkers Sixty60 boasts sub-60 minute delivery in urban hubs, far exceeding the capability and reliability of a decade ago. Fintech advancements complement this: Peach Payments and PayU enable diverse, convenient payment options (including payments spread over time), while embedded insurance via platforms like Pineapple or Naked streamlines coverage.

Loyalty programmes have levelled up from punch-card relics to sophisticated engines of stickiness. Retailers have established branded Mobile Virtual Network Operators (MVNOs), adding products that offer airtime as a new loyalty currency. Integrated across apps, they offer tiered rewards, cashback, and personalised perks. TFG’s Rewards programme syncs with Bash, offering cross-category bonuses. This sophistication is a moat against discounters and pure-play e-tailers (like Shein and Temu), turning browsers into evangelists.

The emergence of Artificial Intelligence (AI) supercharges this by allowing retailers to build bespoke credit scoring solutions from transaction data, automatically match customers with financial products, manage large support volumes, and monitor for fraud.

The evolution is intriguing due to incumbents attacking from divergent flanks, each informed by their DNA. Shoprite’s edge is its grocery fortress: over 2,800 stores and private labels fund Sixty60, which mines data from frequent, low-value interactions to predict needs. TFG thrives on its diversified stable (Foschini, @Home and Sportscene), using Bash to curate “shop the look” experiences that blend online discovery with in-store try-ons. Takealot, the digital native, leads with scale and convenience: its 2024 marketplace, GMV, topped R50bn, bolstered by a fleet handling 10 million parcels annually, positioning it as a logistics backbone.

Yet, this ambition carries risks and opportunities for adjacent sectors.

Retailers’ finance foray poses a credible threat to banks, given their massive, overlapping customer bases. Shoprite alone serves 25 million shoppers monthly; imagine those distribution touchpoints laced with instant credit or savings tools, with zero incremental acquisition cost. Banks, with entrenched legacy infrastructure, must contend with “shoppertainment” apps that erode transactional primacy. Retailers, however, tread warily.

Unfamiliar with the labyrinth of financial sector regulations, and coupled with a cautious Reserve Bank, retailers risk missteps in compliance-heavy domains like lending or insurance. Fintech players, such as Weaver Fintech and Shop2Shop, are also providing services that may soon face heavier regulation.

We’re witnessing a proliferation of cross-sector pacts, blending retail’s reach with finance’s rigor. FNB’s eBucks partners with Pick n Pay (PnP) and Spar to amplify rewards (eBucks users spend 30% more). Shoprite’s tie-up with Absa embeds banking services (account openings, remittances) directly into its app, leveraging Absa’s regulatory expertise. Takealot collaborates with PnP on hyperlocal deliveries, merging e-commerce with physical store pickups. The latest is Dis-Chem’s partnership with Capitec to link financial rewards with health behaviour (Better Rewards).

These alliances are strategic imperatives. Retailers gain finance credibility and scale without building from scratch; banks tap granular consumer data. For dealmakers, it’s a greenfield for advisory: structuring collaborations demands navigating commercial objectives, revenue/profit shares, administrative hurdles (like POPIA compliance), and anticipating antitrust scrutiny from the Competition Commission.

Beyond partnerships, the revolution demands portfolio recalibration.

Retailers are divesting non-core assets to fund complementary bets: fintech stacks, AI-driven personalisation, and last-mile tech. Omnichannel mastery is non-negotiable: e-commerce must sync with bricks-and-mortar, as seen in TFG’s “buy online, pick up in-store” surge, which boosted conversion by 25% last year. Investments in drone deliveries (piloted by Takealot) and blockchain signal a future where efficiency trumps volume.

This convergence will likely drive cross-sectoral M&A activity. Scale begets scale: expect consolidation among mid-tier players, with leaders like Shoprite eyeing tuck-in acquisitions for fintechs or logistics startups.

Portfolio refinement will drive additions and divestitures (e.g., Pepkor’s acquisition of Retailability’s Legit and other brands). Collaborations will proliferate, blending retail with telco spectrum (Vodacom/Mr D Food) or insurtech innovators.

As macroeconomic clouds linger, those who master these ecosystems will own the wallet.

The question is not if more deals will flow, but who will orchestrate them.

Ben Lowther is Lead Transactor and Mike Adams is Head of Tech, Media & Telecom M&A | RMB

This article first appeared in DealMakers, SA’s quarterly M&A publication.

The era of indiscriminate capital deployment in Africa is over

0

A new age of focused, strategic and value-accretive dealmaking is reshaping the continent’s investment landscape.

Despite a wave of headline-making exits across parts of Africa by multinational corporations and institutional investors, international interest in the continent remains resolutely intact. Rather than signalling a wholesale retreat, these exits reflect a rebalancing of portfolios, as investors recalibrate strategies to focus on scalable, high-growth opportunities, better-aligned partnerships, and regional integration plays.

Over the past decade, several international corporates have exited African markets that were once deemed essential to their growth plans. Yet these exits are not indicators of fading interest. In most cases, they reflect the operational realities of certain territories – currency volatility, regulatory challenges or subscale operations – and a pivot towards core larger and scalable markets or higher-performing regions. In parallel, many multinational investors are doubling down in countries like Kenya, Nigeria, Egypt, South Africa and Morocco, where underlying fundamentals remain robust, and consumption-driven growth continues to accelerate.

An example of the maturity of Africa’s investment landscape is evident through the example of LeapFrog Investments’ full exit from Goodlife Pharmacy, East Africa’s largest retail pharmacy chain. In July 2025, LeapFrog sold its remaining stake in Goodlife to CFAO Healthcare, a subsidiary of Toyota Tsusho Corporation and one of the most active healthcare distribution networks on the continent. This was no ordinary exit. LeapFrog had invested in Goodlife in 2017, when the business operated just 19 stores. Over the course of its investment, LeapFrog helped scale the platform to over 150 outlets across Kenya and Uganda, building the region’s most trusted branded pharmacy network.

The business now serves more than 2 million customers annually, and has become a case study in how strategic capital, operational discipline and impact-led governance can generate both outsized returns and systemic healthcare value.

CFAO Healthcare’s acquisition reflects the growing appetite from international strategic buyers to expand into Africa via ready-made scalable platforms. As a distributor with reach across over 40 African countries, CFAO gains a direct-to-consumer presence and a vertically integrated foothold in the pharmacy retail segment – a segment that is formalising rapidly across the continent. LeapFrog, in turn, successfully exited to a long-term operator capable of taking the platform to the next stage of growth.

The lesson from transactions like Goodlife is clear: international players are still interested in Africa, but their approach is more targeted. They seek assets that are scalable, well governed, and regionally relevant. Increasingly, they are acquiring not greenfield operations, but platforms that include businesses that have been de-risked, have been professionally managed, and demonstrate a clear path to expansion.

Africa’s consumer story remains intact. With over 1,4 billion people and a significant and growing middle class, the demand for quality healthcare, food, financial services, digital connectivity and logistics infrastructure continues to rise. Global players from Japan, France, the United States, Saudi Arabia, the United Kingdom, the United Arab Emirates and India are actively evaluating acquisition opportunities in these sectors across the continent. The increasing interest in both digital infrastructure and logistics infrastructure in Africa by players from these regions shows the appreciation for the current ongoing African economic energy, as well as the future growth to be achieved from the investment taking place today.

At the same time, private equity investors and development finance institutions (DFIs) are focusing on exit mobilisation, transitioning their portfolios to long-term operators or strategic buyers. The recycling of capital from LeapFrog into CFAO is precisely the kind of liquidity event that reinforces confidence in Africa’s private capital ecosystem.
International interest in African assets is not waning – it is evolving. Investors are being more selective, favouring markets with political stability, rising urbanisation, and proven business models. Local knowledge, experienced advisers and credible partnerships will be key to unlocking continued capital flows.

Local knowledge and partnerships are proving to be a vital part of the strategy of international acquirers when evaluating various African platform opportunities. The ability to navigate, operate and understand the nuances of local and regional markets brings its own value to companies on the continent. While many African businesses still possess strong family shareholdings, this has been shown to provide comfort and reassurance to international partners.

The next wave of mergers and acquisitions across Africa will see a major refocus of all parties involved in the deal-making landscape, with a keen focus by PEs and DFIs on potential exit routes of new investments, while international players have a much more focused strategy and eye on the long-term future of the African businesses within their portfolios.

Teurai Nyazema is an Associate Principal: Corporate Finance | Nedbank CIB.

This article first appeared in DealMakers AFRICA, the continent’s quarterly M&A publication.

Ghost Bites (Araxi | Fortress Real Estate | Octodec | Tiger Brands | Vukile Property Fund)

0

Araxi will try convince investors to use normalised numbers (JSE: AXX)

It won’t be easy – accounting results are restated for a reason

Araxi (previously Capital Appreciation) released a trading statement for the six months to September. They changed some accounting policies and this led to a significant restatement of the prior period and a boost to those profits, which created a more demanding base period for comparison purposes.

Here’s where it gets interesting: HEPS only increased by between 0.9% and 2.0% against the restated base. It was up by between 30.5% and 31.8% vs. the previously reported numbers, but you can’t have your cake and eat it by having accounting policies in one period and not the other.

Despite this, Araxi is trying hard to have that cake. They say that investors should use the previously published numbers as the base period for the best measure of performance. Convincing the market to use growth of over 30% instead of less than 2% will be no easy feat.

When results are released on 2 December, they will release normalised numbers in an attempt to explain where shareholders should look. Things like once-off retrenchment costs are worth considering as a normalisation adjustment, but I would be skeptical of anything related to accounting policies. The rule of thumb is that you should have the same policies in both periods – and that’s exactly why IFRS rules force companies to restate the comparatives for a change in policy.


Fortress Real Estate slightly increases FY26 guidance (JSE: FFB)

The interest rate cut and solid underlying portfolio performance have led to this outcome

Fortress Real Estate released a pre-close update to bring the market up to speed on the performance since the year ended June 2025. In this case, the “pre-close” description refers to the six months ending December 2025.

The logistics portfolio remains the highlight, with a vacancy rate of just 0.3% in South Africa and an improvement in the vacancy rate in the logistics portfolio in Central and Eastern Europe (CEE) from 15.1% to 9.9%. Logistics vacancies can be very lumpy, as there are typically only a handful of tenants occupying large spaces. They are making progress on sorting out the remaining vacancies in the CEE portfolio.

The development pipeline is impressive, with the next three years expected to see development in South Africa worth R2.6 billion and in CEE worth R2.4 billion. It’s going to be interesting to see how they fund this pipeline. It’s worth remembering that the fund’s current stake in NEPI Rockcastle (JSE: NRP) is worth a casual R14.8 billion, so there’s no shortage of money running around.

The retail portfolio has a vacancy rate of 0.6% and achieved like-for-like tenant turnover growth of 3.9%, so that’s also looking decent.

In terms of capital recycling, the fund sold assets worth R271.5 million year-to-date at a premium to book value of 4.9%. Selling at a premium to book is really helpful in justifying the valuation to the market. It would also be great if they could get rid of the non-core office properties, with that portfolio experiencing a nasty increase in vacancies from 21.3% to 25.8%. Thankfully, the office portfolio is less than 1.5% of the fund’s total assets.

Thanks to the solid performance and the recent interest rate cut in South Africa, they’ve increased their FY26 forecast for distributable earnings by around 1.2%. In terms of year-on-year growth, this implies a range of 7.3% to 8.8% growth. If there’s one thing property funds just love, it’s a drop in interest rates.


Octodec flags limited distribution per share growth in the coming year (JSE: OCT)

At least FY25 growth was well ahead of inflation

Thank you very much to the eagle-eyed reader who left a comment on Ghost Bites yesterday pointing out that I had missed Octodec. I guess it was bound to happen at some point that I would make a mistake with missing a SENS announcement! My apologies for this, it was certainly not intentional. I’m therefore including it here to make sure Octodec is covered off this week.

For the year ended August, Octodec achieved 7.6% growth in the distribution per share. Inflation-beating growth is exactly what investors in this sector are looking for. It also helps when there’s some growth in net asset value (NAV) per share on top, in this case by 2.4%.

FY26 is going to be harder though. There are some significant vacancies coming in the portfolio, with Octodec looking at opportunities to convert offices to affordable residential offerings. They are also getting tighter on which properties they view as core vs. non-core, so you can expect to see more disposals coming.

These vacancies and the associated timing lag in being able to do something about them has led to disappointing guidance for FY26 of between 0.0% and 4.0% growth in distributable income per share. They do at least expect the payout ratio to be consistent.

The share price didn’t seem to be too fussed by this, with the recent interest rate cut no doubt helping with sentiment in this sector.


Tiger Brands makes investors feel special (JSE: TBS)

There’s nothing quite like a R4 billion special dividend during a turnaround – and that’s just one part of the cash bonanza

Tiger Brands has been an exceptional story to follow. The share price is doing incredibly well and with good reason, as management has made excellent decisions around simplifying the group. The overarching principle is that they are focusing on products where they believe they have a right to win. There are many large companies that could learn from this.

Chasing revenue growth like some kind of vanity metric isn’t sensible. Profits are what count. This is why the market isn’t unhappy with Tiger’s revenue growth of 2.7% in the year ended September, as this has been accompanied by an increase of 35% in group operating income.

The numbers get pretty crazy when we dig into the segmentals. The Milling and Baking business achieved operating profit growth of 27%. As strong as that is, it pales in comparison to the 236% jump achieved in the Grains business! Such is the growth in that segment that Grains is now almost as big as Milling and Baking from a profitability perspective.

Given the significant changes made to the business, there’s quite a gap between HEPS from total operations (up 15%) and HEPS from continuing operations (up 31%). The market will always focus on continuing operations.

Such has been the extent of disposals of non-core operations that Tiger Brands generated R5 billion in the process. Not only did they pay a special dividend in the interim period of R1.8 billion, but they are doing it again for the full year. This additional R4 billion special dividend takes the total for the year to R5.8 billion in special dividends alone! To add to the cash bonanza, the total ordinary dividend was R2.4 billion, boosted by a far less conservative payout ratio. On top of all this, there have been share buybacks of R1.5 billion in this period, as well as R1.5 billion since the end of September.

Cash is raining from the sky at Tiger Brands. Despite all the payments to shareholders, the income statement also boasts net finance income of R65 million vs. net finance costs of R287 million last year. To make it even more impressive, they are achieving this in an environment of price deflation. If this is what they can do with modest sales growth, we can only imagine what might happen if the economy improves!

In case you needed any further reasons to believe in this turnaround, the second half of the year was much stronger than the first half. Operating margin was 11.1% for the full year, but the second half was 14.6% vs. the first half of 5.6%. If they can maintain this exit velocity, then it feels like the cash flows are barely getting warmed up.

And with a goal of achieving revenue growth in line with inflation and operating margins closer to 20%, management seems to think that they have plenty of runway for further growth in profits.


Vukile Property Fund delivers 9% dividend growth (JSE: VKE)

There are strong contributions locally and in Spain / Portugal

The Iberian Peninsula has become quite the hotbed for JSE-listed property funds. Vukile has been playing that game for a long time, while others have only recently started pushing into that region. Aside from being firmly on my travel bucket list, the region seems to do a great job of delivering shareholder returns.

Vukile’s results for the six months to September feature far more than just reliance on offshore earnings. The South African portfolio achieved like-for-like retail net operating income (NOI) growth of 10%, while the properties in Spain and Portugal were good for 8.7% growth in that metric. This allowed the group to increase the dividend per share by a juicy 9%.

The growth on a per-share basis will be interesting to follow in the next period, as Vukile raised R2.65 billion in an equity issuance in October. Whenever property funds issue more shares, you have to watch out for the dilutionary impact of the lag in capital deployment. If they pick up the pace in raising capital, this risk goes up.

The balance sheet is in good shape to support ongoing growth, with a loan-to-value of 41.6% as at 30 September (before the equity raise). The credit rating was recently upgraded for both Vukile and its Spanish subsidiary Castellana.

There are no signs of any per-share growth issues in the guidance. In fact, Vukile has raised guidance for FFO per share and the dividend per share, with both expected to grow by at least 9% in FY26.

This is thanks to not just the like-for-like portfolio, but also the recent acquisitions. This is one of the ways that funds can mitigate any dilution in per-share earnings when they issue capital. If the prior period’s acquisitions are now bearing fruit, then it makes up for the new share capital that hasn’t been deployed yet. It works very well until the music stops and the quality of capital deployment drops. Thankfully, Vukile is one of the best funds on the local market, so the risk of this happening is quite low in my view.


Nibbles:

  • Director dealings:
    • The two brothers who built Blu Label (JSE: BLU) have EACH bought shares worth R57 million. Yes, that’s a casual R114 million in total!
    • The CFO of AngloGold Ashanti (JSE: ANG) sold shares worth over R31 million.
    • The CFO of Lewis (JSE: LEW) sold shares worth R5.3 million. I always have a chuckle when companies include commentary that this is a “rebalancing of the director’s portfolio” – a sale is a sale.
    • A senior executive of ADvTECH (JSE: ADH) sold shares worth almost R2.8 million.
    • Supermarket Income REIT (JSE: SRI) announced that an executive director bought shares worth over R1.1 million.
  • Here’s some happy news for Vodacom (JSE: VOD) and Remgro (JSE: REM): the acquisition of a 30% interest in Maziv has received approval from ICASA, which means that all conditions have been met and the deal can close on 1 December.
  • Trematon (JSE: TMT) has released a trading statement that looks rough at first blush. I will reserve comment until full details come out on 5 December, as I want to understand exactly why the intrinsic net asset value (INAV) per share has dropped by between 51% and 54%. The company has paid large dividends this year based on asset disposals, so the payment of cash to shareholders is one of the reasons why the INAV per share would be down. Distinguishing between that impact and the movement in the underlying assets is key. Although the share price has fallen 48% this year, the total return (i.e. including the dividend paid) is “only” a decrease of 14%.
  • Mantengu (JSE: MTU) has renewed the cautionary announcement for the potential acquisition of Kilken Platinum. There are legal disagreements in the background around the percentage held in Kilken by the entity that Mantengu is looking to acquire. It’s pretty hard to do a deal if you can’t even be sure what percentage you would be buying. The due diligence continues and there’s no certainty yet of a deal agreement being reached.
  • Brikor (JSE: BIK) has very little liquidity in its stock. They are now loss-making, with results for the six months to August reflecting an unfortunate swing from HEPS of 1.1 cents to a headline loss per share of 1.9 cents. Revenue was down 24.4% and things only got worse from there, with the company citing weak demand and lower coal production volumes.
  • OUTsurance (JSE: OUT) continues to encourage shareholders in OUTsurance Holdings to swap their shares for listed shares in OUTsurance Group. Based on the latest transactions, OUTsurance has increased its stake in its key subsidiary from 92.75% to 92.78%.
  • Africa Bitcoin Corporation (JSE: BAC) will begin trading on the OTCQB Venture Market in the US. This isn’t a separate listing, but rather a way to trade via US market makers.

Ghost Bites (Attacq | Mantengu | Nedbank | Pepkor | Sea Harvest | Stefanutti Stocks | Zeda)

2

Attacq is on track to meet growth guidance (JSE: ATT)

The office properties are still a headache though

Attacq has released a pre-close update dealing with the six months to December 2025. Their full year goal for distributable income per share is growth of 7% to 10% and they believe that they are on track for this.

Encouragingly, the overall occupancy rate has increased from 91.6% to 92.6%. The total reversion is negative 1.8%, with the collaboration hubs (their fancy word for office properties) dragging things lower with negative reversions of 8.6%. The retail properties had positive reversions of 1.3%.

There’s a very interesting slide from the update showing the gap between turnover growth and foot count growth. Although most of this gap is of course explained by inflation and changes in average basket size, there’s no doubt in my mind that an element of online shopping adoption is contributing to the gap:

To keep people coming to the properties (and especially the Waterfall district), there’s an extensive development pipeline. It’s actually quite amazing to just take a step back and consider the sheer extent of development that has taken place around the Mall of Africa.

Looking at the balance sheet, the weighted average cost of debt has improved by around 30 basis points since June 2025. The credit rating is in good shape. The company is considering a further issuance under the DMTN programme, which is currently only 11% of the total debt on the balance sheet:

Things look solid overall, with the main caveat being around the ongoing pressure on rental renewal rates in the office sector.


Mantengu flags significant losses (JSE: MTU)

Flooding and winter Eskom tariffs are a reminder of how hard this sector is

I genuinely cringe when Mantengu releases a SENS announcement, mainly because I’m worried about the pending headspace disaster on X from dealing with the CEO and his extremely misinformed opinions on my business. But my brand promise to you as a Ghost Mail reader is to write about every single company on the JSE, regardless of how they behave in response. It would be very unfair for me to write in an unbiased way about negative news from companies that behave like professionals, while giving a free pass to others who behave poorly.

So, here goes:

Mantengu released a trading statement dealing with the six months to August 2025. They have swung from HEPS of 2 cents to a headline loss per share of 28 cents. The share price fell nearly 14% on this news, now trading at R0.50. If you annualise the loss (which you have to be very careful doing, as there are specific events affecting the numbers), then the P/E of the company is worse than -1.

Junior mining results can be really volatile though, so they might swing back to profits in the second half, hence my caution about annualising numbers in this space. Still, it’s clear as day that all is not well in the financial health of this company. When detailed results come out later this week, the balance sheet will need a careful review.

Mantengu’s chrome production was impacted by flooding this year, an issue that has plagued many mining houses around the world. Remember how bad the flooding was for Sibanye-Stillwater (JSE: SSW) in their ironically-named Stillwater business in the US? Unfortunately, mining companies are subject to the whims of Mother Nature herself. This is why mining is seen as risky, as companies typically have only a handful of operating facilities that carry concentration risk in terms of natural forces.

From September 2024 to February 2025, average monthly chrome production was 13,520 tonnes per month. From March 2025 to August 2025, they only exceeded that number in two months. The average for this period is 11,505 tonnes per month, or a drop of 15% vs. the preceding six months. In addition to the flooding problems from March to May, they also had drilling and blasting issues in August that have since been sorted out.

We now arrive at the silicon carbide segment, the Sublime Technologies business that Mantengu acquired for almost nothing. This is the acquisition that created the very large “bargain purchase gain” in the financials – the converse of “goodwill” under accounting rules.

Production of silicon carbide looked fine in March and April before dropping sharply in May. The company took the decision to shut production in June and perform maintenance over the winter period when Eskom tariffs are much higher. We’ve seen similar strategies in the winter months at Merafe (JSE: MRF), where they are having a really hard time in the ferrochrome sector.

This is objectively an ugly set of numbers that would typically send management teams on a PR offensive to convince the market that there’s more value here than one might think based on these losses. Let’s see what the management outlook statements say when full results are released.


Nedbank to pay R600 million to Transnet (JSE: NED)

This is going to sting for shareholders

Nedbank and Transnet have been fighting over interest rate swap transactions that go back to 2015 / 2016 as part of the broader state capture debacles. The bank maintains its innocence, but that doesn’t mean that drawn out proceedings are worth going through. Aside from them being very expensive, it also impacts the opportunity to do more work with Transnet.

Without admission of any liability, Nedbank has agreed to pay R600 million to Transnet to make this problem go away. The initial lawsuit was for around R2.8 billion, a truly bonkers number that would’ve implied that it was surely the most profitable (and corrupt) deal in the bank’s history. R600 million is also a fat number, but at least it brings closure. The broader problem here is that the legal process incentivises the use of gigantic claims in the hope of using anchoring bias to achieve a lucrative settlement.

Nedbank also noted that financial performance is in line with expectations for the 10 months to October, provided you exclude this settlement of course. To give more context to this number, headline earnings for the six months to June was R8.4 billion.


Pepkor has released a great set of numbers (JSE: PPH)

And they are starting a bank to take advantage of their distribution power

Pepkor released results for the year ended September. They’ve showed the market what is possible in the apparel space when you are resonating with customers and offering a mix of value-added services that get the job done.

Revenue increased by 12%, gross profit margin was up 150 basis points to 39.8% and operating profit jumped by 13.2%. That’s a fantastic set of numbers, with the cherry on top being that HEPS from continuing operations was up by 14.8% as reported, or 23.4% on a normalised basis.

As for the dividend though, the increase was only 9.2%. HEPS from total operations was only up by 8.4%, so that might give us a clue.

If we dig into the underlying business, we find group merchandise sales growth of 8.8% for the year, along with like-for-like sales of 6.5%. Southern Africa (which excludes PEP Africa and Avenida) grew like-for-like sales by 7.4%. If you exclude Southern Africa (i.e. only PEP Africa and Avenida), like-for-like sales were up 8.9% in constant currency, but down 3.1% in rand terms because our currency has had a strong year.

Avenida has had a fairly iffy start in the Pepkor stable, although there’s recently been some improvement. Like-for-like sales increased by 1.8% for the period, with a solid acceleration in the fourth quarter of 8.8%.

Within the retail segments, PEP was the leader with like-for-like sales of 9.3% and total sales growth of 10.8% thanks to a growing footprint. Ackermans grew like-for-like sales by 7.1%, a similar performance to total sales growth of 7.2%. The Speciality division was good for like-for-like growth of 3.0% and overall sales of 8.3%.

The overlay of the fintech segment is really important, with revenue up by 31.1%. Gross profit margin increased by 840 basis points to 56.4%. Operating profit jumped by 52.3% in this exciting growth engine to R2.2 billion.

Although there is much focus on the credit interoperability strategy at Pepkor, credit sales are only 16% of total sales. The rest is in cool, hard cash. Still, that’s enough of an opportunity here for credit sales to be the underpin of the fintech segment, with the Flash business as another really important contributor. Insurance is also a winner.

Here’s a stat that is always amazing to read: Pepkor sells 8 out of 10 new prepaid cellphones in South Africa. Mindboggling stuff.

The group has significant expansion plans, with acquisitions across home and adultwear categories. Here’s a particularly interesting nugget: the company is looking to establish a banking presence in South Africa, taking advantage of the massive distribution footprint across the country. The Prudential Authority gave them a Section 13(1) approval in November, so this banking push is very real.

The group is in really strong shape. It’s worth remembering that the start of the financial year was boosted by two-pot withdrawals, with that distortion now creating a very demanding base for the new financial year. For the 7 weeks to 15 November, group sales were up 5.3%. The prior period saw 14.6% growth in those weeks, so the two-year stack is still excellent.


Sea Harvest’s focus on hake has paid off (JSE: SHG)

HEPS has more than tripled!

Here’s a fascinating trading statement, particularly after we saw such tough numbers from sector peer Oceana (JSE: OCE) the other day. Within those Oceana numbers, the hake business was the highlight and global fish oil prices dragged them down. Over at Sea Harvest, the hake business is the focus area and hence they’ve had a great time in the year ending December 2025.

Yes, we are still over a month away from the end of this period, yet the company feels confident enough to issue a trading statement highlighting a huge move in HEPS of at least 200%. This means that HEPS will more than triple!

Better catch rates and pricing in the hake business were accompanied by efficiency gains. The positive outcome of this combination is clear to see. And as a reminder, a trading statement going out this early means that the guidance is probably conservative. In other words, profits may be even better than this guidance would suggest.


Much higher profits at Stefanutti Stocks, but still work to do on the balance sheet (JSE: SSK)

The company also recently announced a settlement with Eskom

Stefanutti Stocks has been on a wild ride. Get this: the share price is up 1,420% over 5 years! That is absolutely insane. I should also point out that despite these gains, the share price is only back to where it was in 2017. It also happens to be more than 80% down vs. the pre-FIFA World Cup construction bubble.

Some stocks are like old dogs that snore gently in the corner of the kitchen and wag their tails when the treat cupboard gets opened. Others are bucking broncos that attract only the brave.

The recent share price run at the company has been the result of restructuring activities designed to save the balance sheet. Current liabilities exceed current assets by R1.2 billion, so the company is on a knife’s edge. The share price performance is a function of progress made in areas like the Kusile Power Project claim against Eskom, leading to a settlement of R580 million that must be paid to Stefanutti Stocks by 12 December. This will take some of the heat off, but not all of it.

There are also disposals in process for the businesses in Mozambique and Mauritius. This will be a further boost to the balance sheet, but won’t fully solve the problem.

The performance from continuing operations is thus relevant, with revenue from continuing operations up 1% and operating profit up 22%. Profit from continuing operations has jumped by 53%. Combined with a much stronger order book, this has allowed the company to keep the banks at bay while the important corporate actions are concluded.


Has the market finally woken up on Zeda? (JSE: ZZD)

Or will this be a short-lived uplift?

Mobility company Zeda released results for the year ended September 2025. The share price closed 11% higher on the day, taking the year-to-date increase to 6% after a long and frustrating sideways period. Buying so-called “cheap” shares on the JSE is an exercise in patience. I don’t usually dabble in value stocks on the JSE and I made an exception for Zeda, but it really is taking forever to rerate higher.

Although HEPS may be up by 15.7%, the truth of it is that the underlying story isn’t very exciting. Revenue increased by only 1.7%. EBITDA was flat, while operating profit increased by 10.8%. I would far rather see the growth in earnings before depreciation, not after it!

The depreciation is an even bigger sticking point than you might think. Because of pressure on used car prices in the market, Zeda decided to keep vehicles in their fleet for longer. In other words, they extended the useful lives of rental vehicles. This hurt revenue from sales of vehicles, but it boosted margins. It’s just clearly not sustainable, as people renting cars are expecting to climb into vehicles in excellent condition, not something that looks ready to become an UberX.

The good news is that there’s a dividend that pays you to wait around. This is a core part of my investment thesis in this company. The dividend for the year of 181 cents is a yield of 15.3% on my in-price of R11.84. That makes me feel a lot better about the overall position! Even on the current price of R13.75, that’s a trailing yield of 13%.

Return on Equity (ROE) may have dipped from 23.1% to 21.9%, but that’s still a solid number that is well in excess of their cost of capital. There’s no shortage of debt to help boost ROE, with a net debt to EBITDA ratio of 1.5x (up from 1.4x in the prior period).

I suspect that it won’t be long until the rental fleet has a large contingent of Chinese cars. I also worry that there might be some painful financial results during that transition. For this reason, I’m not sure that the market will rerate the multiples when much of the current growth came from changes to depreciation, but at least there’s a fat dividend for those with patience.


Nibbles:

  • Director dealings:
    • A trust related to an independent non-executive director of Blu Label (JSE: BLU) bought shares worth nearly R2 million.
    • The CEO of Sirius Real Estate (JSE: SRE) bought shares worth R1.08 million.
    • A director of a major subsidiary of Sasol (JSE: SOL) sold shares worth R215k.
    • A director of Visual International (JSE: VIS) sold shares worth R40k.
  • Copper 360 (JSE: CPR) has financial woes that have been well documented, so it’s not a huge surprise that losses have gotten much worse. As we so often see in the risky junior mining space, the company just hasn’t lived up to expectations. A reset is in process at the company, with a significant restructuring of the balance sheet and the raising of fresh equity capital. The market is very unforgiving, so this feels like the last roll of the dice for them in terms of public markets. They simply have to make it work.
  • The final steps in the MTN Zakhele Futhi (JSE: MTNZF) dance are upon us. A scheme of arrangement will be used to execute the final payment to shareholders of 15 cents per share. It’s important to remember that this comes after a return of capital of R20.00 and a dividend of R4.20 per share. This is why the net asset value per share is now so low. It was a great outcome in the end for shareholders, particularly compared to where it was trading last year.
  • RH Bophelo (JSE: RHB) has very little liquidity in its stock, so the results for the six months to August just get a passing mention down here. Net asset value per share grew by 4%, an important metric for what is essentially an investment holding company. There was unfortunately an 18% decrease in investment income due to delayed dividend income. That impact is much more severe when you consider the components of investment income. Of the R44 million in this period, a whopping R41 million was thanks to fair value moves and only R3.3 million was in the form of interest income. There was no dividend income. In the prior period, interest income was R4.4 million and dividend income was R9.4 million. Thankfully, cash on the balance sheet has only decreased from R32.3 million to R29.5 million.
  • Ascendis Health (JSE: ASC) reminded the market that the offer closing date is Friday, 28 November. There is a maximum acceptances condition to the offer, so it’s not clear yet whether it will go through. For this reason, the cautionary announcement has been renewed.
  • Ethos Capital Partners (JSE: EPE) released the final details for their planned unbundling of the Brait Exchangeable Bonds (JSE: BIHLEB). The total value of the bonds being unbundled is R175.5 million. The unbundling ratio is 0.00086 Brait bonds for each A ordinary share in Ethos Capital.

Ghost Stories #84: Assurance and trust – the route to wider blockchain adoption

Listen to the show using this podcast player:

A decade ago, barely anyone you knew would even have heard of Bitcoin and cryptocurrency, let alone blockchain technology. But today, the tokenisation of digital assets is so important that regulators around the world are paying increasing attention to it. 

Dr Wiehann Olivier is passionate about the financial guardrails that need to be in place for digital asset adoption to increase. Having completed his PhD in topics related to the assurance needed in a blockchain context, Wiehann has become a subject matter expert within the global Forvis Mazars ecosystem.

On this podcast, he joined me to walk us through the evolution of cryptocurrency from the initial Bitcoin years through to the modern environment of stablecoins and widespread adoption by leading institutions.

You can connect with Wiehann on LinkedIn here.

Full Transcript:

The Finance Ghost: Welcome to this episode of the Ghost Stories podcast. I’m looking forward to having some fun here and certainly to learning some stuff as well, because I am by no means a crypto and blockchain expert. But the good news is that we have a crypto and blockchain expert on this podcast – and I really do mean expert, because Wiehann Olivier is the Partner and Head of Fintech, Digital Assets and Private Equity at Forvis Mazars. 

That very long and exciting title these days can be summarized as ‘Dr’. So, well done, Dr Wiehann Olivier! You have gotten your doctorate and you did it on auditing cryptocurrency, which I think is really interesting. What an unusual Venn diagram. It sometimes feels like a lot of the people involved in the crypto space also want to be as far away from an audit as humanly possible, and a big part of your passion is in bringing those worlds together – which, of course, is a big part of blockchain adoption. So, welcome to the show! 

Thank you, as ever, for doing this with me. And I’ve got to say, I’m really looking forward to digging in here.

Wiehann Olivier: Thanks so much for having me. It’s really exciting. I think we’ve spoken in the past about fintech and private equity, so venturing into blockchain-based digital assets is transitioning to the next conversation, I’m assuming.

The Finance Ghost: Yeah, the nice thing is your role really does what it says on the tin. We can basically go step by step and just tick off each section. You’re going to have to add some stuff so we can do some more of these next year. Let’s focus on the digital-asset side, which is obviously crypto, blockchain, the whole story. 

Before we dig into all of that, I’m keen to understand more about this research you did recently (which is really interesting), how you actually ended up in this space, and then how that ties into the offering at Forvis Mazars. Because as I said, and I really meant it, auditing and crypto almost feels like an oxymoron. But, of course it can’t be if people are going to trust this stuff. So, give us the lay of the land in terms of the academic journey and what you are up to at Forvis Mazars in this space.

Wiehann Olivier: Sure. I started my journey with Forvis Mazars in 2010. Back then it was known as Mazars Moores Rowland (dropped the name to Mazars). But I started articles there, back at Mazars in Cape Town. Subsequent to that, I did my articles, resigned for six months, worked a little bit in private equity and real estate. Six months later, I decided to go back to audit (which was quite surprising because a lot of people try to get out of audit as quickly as possible), building basically my portfolio. Eventually made Partner in 2018. 

But just prior to that, I think back in 2017, I started to look at blockchain-based digital assets because it was still quite niche at that point, but did have a little bit of interest in the asset class itself. 

Once you become partner, everything gets pushed across your desk. So, all the cold calls, all the cold emails. And then, effectively one of the cryptoasset service providers (CASPs) in South Africa actually came across my desk. I went to see them, and I came back and said to my Head of Audit and my Managing Partner at that point, “There is real opportunity for us to get involved in the digital asset sector because my anticipation is that it is going to get really, really big, and I can see this integrating and see more, if I can call it, ‘speculative exposure’ to the asset class.” And I wasn’t far off, of course. Unfortunately, I had not put all of my life savings and retirement savings into cryptocurrency, otherwise we probably would not be having this podcast now!

From there, I started to build the practice. Started to onboard CASP clients, keeping an eye on the industry. And as that started to progress on a global basis as well, got a little bit of exposure. So, we first gained a lot of exposure in South Africa, and then on a global basis when the other firms – because Forvis Mazars of course is in more than 100 countries and jurisdictions and then, when these opportunities did pop up – they started reaching out.

So, effectively, I became like the subject matter expert on digital assets and spent a hell of a lot of time on the internet – researching, looking at the technology, and playing around with it – to truly understand where we can get that crossroad into the audit profession and digital assets. 

Now, subsequent to that, I also did a Masters in Blockchain and Digital Currencies through the University of Nicosia. And then, of course, my role developed into the Head of Digital Assets at that point because we had a nice, chunky-sized portfolio.

Then at the end of 2022, FTX happened and the whole cryptocurrency market came crashing down. Everyone was scared, didn’t want to be in the sector, didn’t want to gain exposure to it. And we basically stayed put at that stage, so we were still servicing some of the clients that we had built up during that period. And then from that perspective, we also pivoted into fintech. So, that is where the role came from, from fintech and digital assets.

And then, while we waited for the market to mature, I also thought to myself, “Well, I’ve come this far. I’ve run the four-kilometre race. I might as well just run the five kilometres and do a PhD.” So, I spoke to a couple of universities. Already had an idea of exactly what I wanted to do, because I’m no academic whatsoever. I wanted to create a practical solution auditors can actually use on a day-to-day basis when engaging with the asset class. Effectively then completed my PhD on the subject matter of designing a framework whereby financial auditors can gain assurance over blockchain-based digital assets.

And then leading up to the point where we effectively sit now. I’ve got a new role as well, which is the Global Digital Asset Co-Leader for Forvis Mazars. So, basically overseeing the global strategy of the practice on a global front, overseeing all the countries and jurisdictions around the world. So, that is it basically, in a nutshell, in terms of how we got to where we are now.

In terms of the work that we do, we do a lot of assurance work for CASPs, both locally and abroad. We’ve serviced, I think, three of the top ten cryptocurrency exchanges on a global basis. We still service various CASPs in South Africa, both from a statutory and a regulatory perspective. Abroad, we service private and publicly listed entities that have exposure to the asset class. And of course, as I mentioned, I was fortunate enough to be utilised as a subject matter expert on most of these engagements, including the US, UK, Singapore, UAE, Switzerland, Germany, Sweden, Hong Kong. All of the countries around the world.

And then what I’ve also been involved with, more from an advisory perspective, is support to multi-jurisdictional banks in the EU – specifically in relation to blockchain architecture. We’ve worked with regulators on due diligences on CASPs. We are also currently working with regulated stablecoin issuers in Europe, performing internal audits. We’ve done a helluva lot of tax work, VDPs, tax structures, general advice, and to a certain extent, more so (and we will touch on it today as well) custody aspects and gap analysis around custody. We’ll talk about the various different aspects of custody.

Then, more recently, we also got appointed as the auditors for Africa Bitcoin Corporation (previously Altvest Capital). So, involved in that space. And then, quite interestingly enough, one of the areas that is more interesting to me is the legal aspect of it. I’ve been fortunate enough to be involved in multiple court cases as a subject matter expert on exchange control regulations, Ponzi schemes, and fraud investigations.

But I think I was fortunate in the sense that the nature of Forvis Mazars and where we evolved from (call it a smaller, all the way to a challenger-tier firm now) is you get exposure to a variety of sectors. And of course, exposure to digital assets and a variety of sectors actually gels well to position us in a very unique situation that we’re able to service a variety of clients in various sectors, when they’ve got exposure to blockchain-based digital assets, and provide very unique and bespoke types of services that they might need.

The Finance Ghost: It’s a pretty interesting career path, isn’t it? I think there’s a lesson in there around, number one, you just cannot predict what you will be doing in five years from now. I don’t think anyone can. And number two, it’s the combination of skills. I talk about this a lot. The Finance Ghost exists today because of a Tim Ferriss interview of Scott Adams who did the Dilbert cartoon. I read about it in I think it was Tools of Titans

Basically, the principle was: you don’t have to be the best at one thing, you’ve got to figure out what you are the best at across a combination of skills. And in your case, it’s audit and crypto, which is unique. And you’ve managed to turn that into something so interesting. I think it’s fantastic. And to be able to provide that service to the entire global network of Forvis Mazars – there’s clearly a lot of expertise here. So, to listeners in South Africa (or anywhere really), if you are looking for some proper support here – from a financial perspective, assurance perspective, consulting perspective – Wiehann is a good man to talk to.

And by the way, Wiehann, before we get into some more of these topics. I did laugh at you saying you would run the four kilometres and you were like, “Oh, I’ll just do the five kilometres and make it a PhD.” A PhD is not one incremental kilometre. Unless it’s into the South-Easter with a Cape cobra maybe hissing at you on a beach somewhere, that’s maybe a one-kilometre PhD! Well done, nonetheless. I think it’s very cool.

Now, let’s dig into some of the really interesting stuff that I want to learn from you today. So, I think when people talk about blockchain, inevitably their minds still go to Bitcoin. Bitcoin is just synonymous with blockchain, and the other way around. It’s just the way it’s always been. 

Is that right? First question. And do you think there has been enough development in blockchain thus far, not necessarily what is still to come but certainly up until now, that this world really has gone well beyond Bitcoin? Are people starting to distinguish between these two topics?

Wiehann Olivier: I think that’s a very valid question. To your point, it all started with Bitcoin. I mean, we all know Bitcoin’s white paper was released back in 2008 by an individual or group of individuals that we only know as Satoshi Nakamoto. And effectively what it said was it was designed to facilitate peer-to-peer payments over the internet, without the need to trust the individual that you are transacting with, and of course, without the need for an intermediary.

Now, it’s not necessarily any new technology that was created. It was existing technologies that were grouped together – like cryptography, like digital signatures, like consensus mechanisms – to effectively build what we know today as Bitcoin.

Now, I think what’s important to note is that, even though it was designed as a peer-to-peer form of payment (so it was designed for people to actually utilise on a day-to-day basis when executing transactions at a store or paying an individual), it also transitioned into a speculative asset class that we know today. It still upholds that peer-to-peer element of it, but there is also a speculative side of that in general, in terms of Bitcoin and most other blockchain-based digital assets – and we’ll get to the ‘most other’ in a while as well.

But, I think more importantly, it was designed to be money. But to be money, there need to be three pillars involved. It needs to be a medium of exchange, it needs to be a store of value, and it needs to be a unit of account. Now, store of value – it’s proven itself over the last couple of years. You’ve seen the price of Bitcoin increase dramatically. Medium of exchange – definitely, because you can go down to Pick n Pay and you can actually pay for your groceries, and most goods and services in South Africa as well, in Bitcoin. But, unit of account is effectively where that falls short, and we can chat a little bit about stablecoins and how that element of the three pillars of money was effectively solved.

Now, initially, when people wanted to gain exposure to the asset class, they went to coffee shops and they traded Bitcoin with one another over the internet, and they would pay someone else in cash. Of course, that evolved into online peer-to-peer places, and that evolved into cryptocurrency exchanges or ‘hybrid custodians’, as we refer to them. And then effectively that led to what we know today, where there is a fully regulated environment where you can actually gain exposure to the asset class through regulated vehicles such as spot ETFs, for example.

And I think all of this moves in terms of what we know today as the Fourth Industrial Revolution and Web3. Now, Web1 was of course where you can read information on the internet. Web2 was where you can read and write information on the internet. And Web3 is effectively where we are now, where you can read, write, and own information on the internet. And I think all of that plays to what is known as the digital economy. So, everything is being digitised – from artwork to identity, and now even currency. So, all of this plays into what is known as blockchain-based digital assets.

And I mean, it’s interesting. There are graphs available. If you take the adoption of the internet from the 1990s all the way to 2010 and you look at the trajectory of adoption of the internet by users, and you take those same principles and apply that to blockchain-based digital assets such as cryptocurrency and you take it from 2010 up until today. You can see that the trajectory of users utilising this technology compared to the internet – it’s got exactly the same trajectory. Think about where we are today and every single facet of our lives that we use the internet for, and think about that in the context of digital assets.

So, ten years from now, digital assets will be integrated so immensely into every facet of business that we do and perform on a day-to-day basis, and we won’t even realise that it’s there. That is why I think it’s so important for individuals out there, be it in every walk of life or every sector, to gain an understanding of the asset class. To be able to utilise it, but also to understand the benefit, because there are some real benefits in relation to blockchain-based digital assets.

The Finance Ghost: Yeah, I like that you took us all the way back there to Satoshi Nakamoto and this white paper. A little bit like Banksy in the art world, you know. No one knows who Banksy is, in theory at least. He’s done a pretty good job of keeping that a secret. The Finance Ghost is a poor relation of these things, because mine is really not that much of a secret at all. Banksy and Satoshi, those are the OGs in terms of keeping it under wraps. I wouldn’t mind having either of their bank balances. Well, not sure about Banksy, maybe the name is not a good clue there. But Satoshi certainly has a few bitcoins to his or her or their name. Or honestly, who knows? I suppose we may never know.

But what we do know is that adoption curve you’ve talked about, that is pretty interesting. And again, we can learn so much from history. It’s so important to actually look at what has happened before and then to say, “Well, what can we apply to what’s happening today from what we can observe in history, and what can we learn from that?” 

And, speaking of learnings, I think this whole proliferation of stablecoins and trying to solve that pillar of money point that you talked about, that just speaks directly to some of the innovation in the space. Some of the development and all of that kind of thing. And obviously this leads into some of the more commercial use cases.

So, I’m going to hand it back to you to take us through maybe just some of those points around, okay, you know, we started with the sort of blockchain world and some IT geeks busy sending this stuff around the world and trying to understand how it works (and it’s amazing how technology starts like that). And then suddenly it gets to the point where your Uber driver starts pitching you Bitcoin, as was the case a few years ago, which is usually when you know it’s probably time to sell and climb back in later on. There is a lot of technology development that happens underneath all of this. So, you touched on stablecoins. Let’s talk a little bit about that, and just some of the other use cases and how things have evolved.

Wiehann Olivier: I think it’s an extremely interesting topic and I think it’s a very valid question that you’re asking. And I love the fact that it’s actually a sentence that was written in my PhD, where I specifically said that the blockchain-based digital assets have evolved, beyond a mere niche type of technology that is being utilised by internet geeks, to a multi-trillion-US-dollar asset class as well. Currently, I know that we’ve seen a significant drop in the price, but I think it’s still under the top ten asset classes globally as well. Gold of course sitting, I think, over $20 trillion. But I think cryptocurrency, if I’m not wrong, is sitting just south of about $3 trillion.

But, in terms of the history. So, we know where blockchain technology effectively came from back in 2008 with the first transaction being executed in 2009. But that was the initial development and where we saw blockchain technology actually being utilised and seen as a real technology that might have utility in the long run. Fast-forward a couple of years of course from 2008, you see the likes of blockchains coming up, such as the Ethereum blockchain, for example. What was interesting as well is that the Ethereum blockchain was a blockchain in the normal sense, but it had a certain functionality that Bitcoin didn’t necessarily have. It had what we know as smart contract functionalities as well.

So, if you’re talking about Bitcoin, capital B, you’re talking about the blockchain itself. If you’re talking about bitcoin, lower-case b, then you’re talking about the native currency. That’s what we trade and hold as a store of value. For Ethereum, that is the Ethereum blockchain, and of course the native token of the Ethereum blockchain is Ether. That is the cryptocurrency that we sometimes call Ethereum as well, that we effectively trade on the Ethereum blockchain.

Now, with smart contract functionality, the Ethereum blockchain allowed for something spectacular. It allowed for individuals and developers to actually create a non-native token on that blockchain. So, of course, Ethereum blockchain has the native token of Ether, but now you are allowed to create a token that is listed on the Ethereum blockchain. You set the rules and the parameters, but it’s not linked to the blockchain per se. So, now we create a world where we can create all of these alternative coins that we see out there today, but also with that element of course came non-fungible tokens (NFTs). So, NFTs are based on the ERC-721 standard, and of course these non-native currencies that we see on the Ethereum blockchain are what we refer to as ERC-20.

But first of all, let’s chat about NFTs. I’ve never been the biggest fan of NFTs. You saw pictures of apes being sold…

The Finance Ghost: That was the worst for me. Just a classic example of things that give technology a bad name. That’s what that was for me.

Wiehann Olivier: Yeah, there’s that meme about a guy, I think, “I bought this for let’s say $1,000, I sold it for $20. For more financial advice, follow me.”

The Finance Ghost: Yeah, exactly. The Bored Ape Yacht Club. That’s the vibe on Twitter/X. Yeah, I remember.

Wiehann Olivier: So, Jack Dorsey’s tweet was sold on auction for millions of dollars, and when it went on secondary auction, it couldn’t even be sold for $1,000 or something like that. That just shows the hype that was created with NFTs. 

But NFTs weren’t all bad. I always make this comparison to Lego. So, I think we have actually spoken about this in a previous podcast, but if you take Lego, for example. Lego is fun and games as a child, it helps your mind develop in a certain way. But you don’t make a living playing with Lego. And to the same extent as well, NFTs were exactly that. It let people realise that there’s some capability of having a digital representation of a real-world asset (or a digital asset) that can be housed on the blockchain and piggyback off of the various intrinsic values that a blockchain effectively offers. 

Now, of course, that’s NFTs in a nutshell. These altcoins are effectively non-native cryptocurrencies listed on a smart contract blockchain such as the Ethereum blockchain. And that is what we see today in terms of these Trump coins and ApeCoins and all of these memecoins in circulation. There is a helluva a lot of market manipulation taking place, because it’s still fairly unregulated. 

As far as possible, I believe that people need to stay away from that as well. You need to look at the asset class for long-term purpose and long-term utility. You need to make sure that you are investing into something that actually has intrinsic value, that has utility, as opposed to just being a meme of a cat climbing a tree or whatever the case may be.

I think that is also important to understand – that you have this world of altcoins as well. And of course, I’m not going in the route of central bank digital currencies (or CBDCs) because effectively all that is, is private permission blockchains. It’s just a database housed by one individual, and they just call it a blockchain to try and sell something that it’s not.

To come back to the two examples – so, with these NFTs, it developed our mind in terms of a way of thinking about how blockchain-based digital assets and the technology can be used in other shapes and other formats. That led us to today where we are, in terms of the tokenisation of real-world assets. And we can chat about that in more detail, but effectively, it’s where you tokenise a real-world asset (such as a share or whatever the case may be) and list it on the blockchain. I mean, BlackRock, the world’s largest asset manager, has a tokenised fund called BUIDL. I think that market cap is currently sitting at about $2.3 billion to $2.8 billion. But that’s effectively what we got from NFTs.

Likewise, with these altcoins, what we saw is the development of something referred to as stablecoins. And this was so fundamental in terms of where we stand today in digital assets because we spoke about those three pillars of money, and the one aspect that general cryptocurrencies fell short of was that unit of account, because you couldn’t price your goods and services in Bitcoin because the price would be all over the show. So, now what they did is they developed stablecoins. So, now it is a non-native ERC token on the Ethereum blockchain that is backed by real-world assets, being the US dollar. So, effectively the likes of Circle and Tether, what they did with their business model, for every dollar they received in their bank account, they issued $1 on the Ethereum blockchain. So, it is always backed by $1, so you do not become de-pegged, and you can actually pay for goods and services with these stablecoins. So, there is also a lot of risk involved with these stablecoin issuers.

But I think the fundamental issue that it solved is that unit of account, because now you’ve got an asset class that can move over the internet and over the world as freely as cryptocurrency. It is backed by the security, the decentralisation aspect of it, but it’s not as volatile. And that’s why it’s being used predominantly today across the world for cross-border payments and remittances to such an extent, if you look at Visa and Mastercard, that the volume of transactions in the 2024 calendar year, as well as the 2025 calendar year – stablecoins have overshot Visa and Mastercard put together. I think if you look at the stats of 2024, the total volume of stablecoin transactions globally compared to that of Visa and Mastercard is 7.8% higher than that of Visa and Mastercard. 

So, there’s a lot of money flowing across borders and between businesses and customers and individuals, with the utilisation of stablecoins. And as I mentioned, there is real benefit to people and the man on the street when they engage with the asset class.

The Finance Ghost: And I would think that the stablecoins world is where so much of the assurance risk comes from, right? Because some of these memecoins have got names that are far too PG for this podcast, so I will not mention them. If you know them, you know them. If you don’t, you’re probably better off. 

But when you get into the stablecoins where you need to trust that there is a dollar sitting behind this thing, or a rand, or whatever the case may be – that is a big assurance topic to make sure that is the case. And of course, people use the argument and say, “Well, fiat currencies are not backed by gold anymore. There isn’t a set amount of gold in a vault somewhere.” But the point is that they aren’t as volatile, so then you can price things in rand, etcetera.

You just have to look at what happens in hyperinflationary situations where countries with rapidly depreciating currencies then switch to, “Oh, we’ll just transact in dollars.” That’s almost desperate for a stablecoin. And you actually have to wonder, well, what could have happened in Zimbabwe, for example, when the Zimbabwean dollar collapsed so severely. And I haven’t followed all the stories that have happened in Zim since then (it’s just one disaster after the next, really), but how would stablecoin crypto have made a difference at that time? 

It’s just really interesting stuff to think about. This is how tech adoption works. And, like you say, it is silly stuff like NFTs and buying pictures of apes and crazy stuff. That in and of itself is daft, but it leads to people understanding more about what the tech can be.

Wiehann Olivier: No, you’re 100% right now. I’ve spoken to a lot of individuals within Africa as well. Cross-border payments, remittances is where stablecoins are key. But also there are individuals actually earning their salary in their local currency, purchasing US-dollar backd stablecoins because it’s so easy. And then they utilise that as a hedge against a devaluation of their local currency. It’s a no brainer. Where you send funds across from South Africa to let’s say Zambia, you would pay 12% in remittance fees. Now you can get that as low as 2%! So there’s real opportunity in terms of using the asset class to put back money into the pockets of especially African individuals.

The Finance Ghost: Frontier markets. I love that example because that is actually such a good real-world use case. There doesn’t need to be this huge issue in the middle that makes it so difficult and so complicated and so costly. It’s like what it costs to buy and sell property, it drives me insane. It’s unnecessary. Blockchain doesn’t solve that by itself because a big chunk of it is tax. But at the end of the day, if we need to keep a record of who things belong to and at what price, that’s where blockchain becomes interesting.

You really have to wonder why the deeds office is not running on the blockchain, whatever the case may be. And maybe it will, maybe it won’t. Who knows where we get to with that? But this is the kind of disruption that can come through.

Wiehann Olivier: Yeah. It’s the talking point across the world that deeds offices actually need to run on blockchain. So, it’s there for everyone to see. They can follow it. It is immutable. It is transparent. But I think that is a key thing that a lot of people misunderstand about blockchain-based digital assets. 

Of course, there was a certain period where a lot of illicit trade was facilitated using cryptocurrencies. In hindsight now, if you’re able to gather all the data (and there are a lot of analytic tools), it’s probably the worst thing that you can use in the world – because every single transaction can be traced. 

And, because most cryptocurrency exchanges also have KYC requirements as well, you can track every single transaction being executed on the blockchain. So, it’s actually easy to pick up instances of money laundering and fraud.

The Finance Ghost: So, I want to get into the regs just now, but one more question before we do. I’ve seen a lot more of this tokenisation of real-world assets and a lot of that stuff that’s going on, tokenisation of financial assets, people debating whether shares should trade like this, and there are platform providers in South Africa doing this kind of stuff. 

What is the problem that crypto is trying to address when we see stuff like tokenisation? Should shares rather trade on a blockchain? Is it a cost thing? Is it a systems thing? Is it a security thing? 

Because critics of crypto will say things like, “It’s a solution desperately looking for a problem.” In other words – if it’s not broken, don’t fix it. That’s kind of the counter-argument. So, where do you think this stuff is actually genuinely moving things forward? Because, I mean, that remittances example is brilliant. It’s spot on. I can totally see that. In other places, it’s not always obvious what the benefit of blockchain would be.

Wiehann Olivier: So, I think, if I can summarise it in its entirety, it is to cut out friction. And I will give you the example. Larry Fink is the CEO of BlackRock. So, when he started looking at blockchain technology or Bitcoin as a whole, he thought it was a Ponzi scheme. Fast-forward a couple of years and they’ve got one of the largest funds running on the Ethereum blockchain. Because he saw the benefit of cancelling out all of those fees in relation to intermediaries, because these transactions can now seamlessly be executed on the Ethereum blockchain.

In addition to that is the speed whereby the transactions can be executed. So, I’ve spoken to a lot of individuals globally and a lot of my peers and fellow colleagues abroad. A lot of the time with traditional finance, they speak about T+3. But with the use of blockchain technology, tokenisation of assets, stablecoins, you can basically be sitting in a situation where you are talking about T+0 – and I’m talking about T+0 seconds, where transactions are effectively executed immediately.

I think in addition to that (and I’m very curious in terms of how this will play out), you have traditional markets running, let’s say, from nine to four, or whatever the case may be. But once you’ve got a situation where traditional stocks and types of assets are tokenised, put on a blockchain that does not close – blockchain runs 24/7, 365 days a year. I had a partner within the United States and he said, “The Bank of Bitcoin is always open.” It’s exactly that. So, now you’ll have these weekend warriors actually trading full-time over the weekend as well, because they are able to get access to the market on traditional stocks as well. 

So, the long and the short of it is cancelling out that friction. It’s the cost involved, and it’s the time involved as well. Security – yes, the asset class does provide some element of security that traditional let’s say ‘databases’ don’t necessarily provide. But with traditional finance as well, they have certain securities and parameters and controls in place to make it secure. So, I’m not saying it is more or less secure putting those assets on a blockchain.

The Finance Ghost: Thank you, that’s super interesting, and I guess this brings us neatly to the regulation point because here’s the funny thing about regulation: it protects people, but it introduces friction. And too much regulation takes away the whole point of this progress. You basically regulate it to death (something Europe loves doing) or you find a happy medium (which I think the Americans tend to get right, although not always). 

I’m not sure where South Africa ranks on that spectrum. I mean, my own experience with some of the regulators and some of the deals that happen out there, I’m worried that we might go too much into regulation land, but I’ll let you comment on that because I’m really not speaking from a place of experience there, more a space of fear.

In terms of the regulatory environment, South Africa has been doing some stuff. So, walk us through what is happening here. And then maybe just give us context – and this is probably the most important thing – where would you rank us, on the sort of global regulatory scale, from under-regulated to over-regulated? Where do you think we’re going to land?

Wiehann Olivier: Yeah, I think you summarised it well and said the regulators have ‘done some stuff’ because it’s exactly what it is. But I think, if we look at regulations around blockchain-based digital assets, countries had three options that they could take. They could take a blanket ban, as we see with the likes of China. They could regulate from the get-go, as we saw with the State of New York (of course, that did not pan out well because most CASPs tried to stay away from the State of New York). And then you could take the wait-and-see approach, and that is to a certain extent what South Africa did, in time, to regulate the asset class.

But let’s take a step back to our old friend Mirror Trading International. The biggest Ponzi scheme in 2021, if I’m not mistaken. In today’s value $3 billion that was effectively stolen, I think. Close to 30,000 bitcoin. But, effectively, what was in place at that point was no regulations. The regulations that were in place were in terms of a Companies Act regulation, and you don’t have any monitoring taking place from the Registrar of Companies making sure that companies actually are audited and they submit their financial statements. 

And I think that’s where you can see the fraud effectively happened. Because Mirror Trading International was incorporated on the 30th of April 2019, and effectively they had ten months until the point that they reached their financial year-end. But at that given point in time they, technically speaking, should have appointed an auditor. Then they carried on for another six months. At that point, they would have been required to issue audited financial statements because they were holding assets in a fiduciary capacity, which would have been the 31st of August. But of course, we had no regulator whatsoever in place at that point looking over CASPs, as we knew it today. And of course, that meant the scheme carried on up until November 2020, where effectively the whole house of cards basically fell in and everything came to light.

And I think what’s important there to note, as well, is the fact that there are a lot of people that say regulations are not the best thing for blockchain-based digital assets, and the asset class was designed to operate outside of the constraints of the traditional financial world. And to that extent, they also believe that tax should not apply, and then it should not be regulated. But if you look at the value of the financial harm being caused to individuals based on that – and that repercussion still is ongoing today with the MTI liquidation case that has not been finalised – that is the thing. Stakeholder protection is what regulations are there for and what it needs to achieve.

Now, in terms of how that is rolled out, and of course more importantly, how that is monitored, is definitely a different discussion that we can unpack as well.

So, the FSCA basically brought out this position paper where they said they are going to classify the asset as a financial asset under the FAIS Act, if I’m not mistaken. So, then I was expecting regulations to kick in fairly soon. But a full 12 months went on and no regulations. Eventually, the FSCA rolled around and said they’re going to issue this licensing regime for CASPs where you need to apply for the licences.

Now, interestingly enough, a lot of CASPs in South Africa had applied for the licenses, I think it was in November 2024, and a lot of them had been issued. Up until today’s date, there were about 248 licences in issue, the last time I checked. So, that’s a lot of licences for CASPs in South Africa. And if you compare that to the likes of the UK – 44 licences issued, Germany – 9, Hong Kong – 11, Singapore – 33. 

So, the big question that we need to ask here is – are we too willing to issue these licenses to CASPs? Or are we setting ourselves up for failure again? Because my biggest concern is not the issuing of the licence. Sure, these CASPs make sure that they tick all of the boxes when the licensing gets issued and when the inspection is taking place. But what happens afterwards? Is there monitoring actually taking place from the regulator side to make sure that these CASPs are still acting above reproach as well? 

So, that’s one of the fundamental concerns I currently have with the industry as well. But, I mean, if you take it from that as well – the monitoring element (and we’ve spoken to this a lot as well), is the FSCA expecting auditors registered by the IRBA to effectively play that role? Because if you have a Category 2 FSP licence that allows you to deal with cryptocurrencies or be a CASP, it requires you, in terms of the law as well, to be audited. 

Now, who are the auditors of these 248 CASPs? Do they have the necessary experience and skills to be issuing audit opinions on these CASPs? And, to my shock and horror, speaking to auditors locally and abroad, some of the procedures that they execute when gaining assurance is far from anything close to what we would be doing in assurance from an auditing standard point of view. And I always say, within the digital asset sector, it’s not what you don’t know that gets you into trouble, it’s what you don’t know you don’t know.

You can’t be issuing audit opinions if you don’t fully understand the industry and the technology. Hence why that was the idea behind the topic of my PhD – to give that framework to the general public, to give back something that can be utilised, so we don’t have another downfall of an FTX or a Mirror Trading International that cause reputational harm, not only to the digital asset sector but also to the auditing profession as well.

Also, going on to regulations as well, we talk about income tax to a certain extent as well. Income tax has been phenomenal. They have only rolled out one definition and that is defining cryptocurrency and saying that the normal rules apply. So, aside from that, we haven’t even seen any authoritative guidance whatsoever from SARS. 

So, to a certain extent, there are a lot of people that still believe that cryptocurrency is not a taxable event, that crypto-to-crypto is not a taxable event, if I receive bitcoin from abroad, it is not a taxable event. And that is why we need this authoritative guidance from law makers and regulators, such as the revenue collection agencies of South Africa.

There is this whole debate about whether cryptocurrency is deemed to be capital and when it is deemed to be income. Now, a lot of people will go to Section 9C of the Income Tax Act, and they’ll say, “Well, I held the bitcoin for three years, therefore it is deemed to be capital in nature,” but there is no fruit-and-tree principle. However, within the tax returns, you can define it as capital or income without any authoritative guidance being provided. And it feels a little bit like a trap that they are setting for you as well, without that guidance being provided.

And then the big elephant in the room that a lot of people are talking about is exchange control regulations. We saw earlier this year, the South African Reserve Bank versus Standard Bank on exchange control regulations, specifically in relation to cryptocurrency. The judge summarised it quite well there in terms of him saying the South African Reserve Bank had failed to regulate cryptocurrencies because the asset class has been around for a number of years. 

And I mean, the figures are there if you run the blockchain analytics. There has been millions and billions of rand externalised from South Africa without proper exchange control approval, and it has been facilitated by way of blockchain-based digital assets. Stoppers could have been put in place. They could have made CASPs custodians of making sure that individuals follow the SDA and FIA rules as well, but that has not happened, and that summarised it quite well.

Of course, that court case is up for appeal. I think that appeal is being heard in January of this year, and then we’ll see where it lands. But I think, more likely than not, there will be a change in exchange control regulations.

But then of course, the other elements of things like listed securities, like ETFs. So, at the beginning of 2024, we saw that in the US there were several bitcoin spot ETFs listed on the NASDAQ. And it was quite interesting to see, within the first eight months of those bitcoin spot ETFs that were listed, $17 billion flowed into those ETFs. In comparison, the Gold ETF launched in 2003 and took about three years to reach that same level. So, you can see there was a dire need for this asset class in a more regulated environment. 

Of course, if we look at it from a South African context as well, the JSE in September of this year rolled out a position on exactly what these bitcoin spot ETFs would look like, if you hold the assets directly within the fund as opposed to having another instrument invested in, or whatever the case may be. So, very interesting to see there, but the one focus that they are looking at is the custody element of it as well. And I think that is important for the listeners to understand. Custody is where your real risk comes in.

So, if you use self-custody, that means you hold your private key to your public key, which means like your PIN to your bank account. With custodians, you are exposed to a custodian. So, now you rely on a custodian to keep your assets safe. But what we saw with the downfall of FTX, there are custodians that use custodians, that use custodians, that use custodians. And now, of course, that creates a ripple effect to the market as one of the custodians fails as well. So, that is where the real risk arises with blockchain-based digital assets. 

And you’ll hear about hacks, and we can check about smart contract flaws and those sorts of things. It’s not the blockchain that is being hacked. It is effectively that custodian, or the mechanism whereby the private key is secured, that fails. And that’s where hackers put their focus when trying to misappropriate funds. 

So, within the JSE, of course, we will see a lot more bitcoin spot ETFs listing. At the conferences, it seems like there is a lot on the table in terms of spot ETFs that they want to list in the near future as well. So, we will see what that looks like.

But I think lastly is the stablecoin element of it as well, and this is quite interesting. Stablecoins have been around for a long time, but the regulation has not necessarily been around for a long time. You summarised it well in terms of Europe and the regulations because they always say, “US innovates, China copies, and Europe regulates.” And it was exactly that.

This innovative example of stablecoins came from the US. Not too long after the GENIUS Act was rolled out, the Hong Kong stablecoin ordinance was rolled out, and Europe still does not know exactly what they’ll do. Still trying to figure out how to regulate the asset class as well. So, it summarised that well.

But I think what was so genius in the GENIUS Act is the way that it was written to create a demand for the US dollar, and also to create demand for Treasury bills as well when issuing these US dollar-backed stablecoins. And I think that is the type of innovation that I would love to see from a South African context as well, which we are not seeing. 

With the budget speech of this year, one of the paragraphs actually included from the tech side of it is that, I’m not sure if it is the Intergovernmental Fintech Working Group, will issue a position on stablecoins in South Africa and recommendations in terms of how it will be regulated, or whatever the case may be. And that is expected in December of this year. So, that’s expected to roll out next month, based on the budget speech as well. So, hopefully, there is something positive coming out of this year for blockchain-based digital assets in South Africa, but we will see where it lands.

But once again, if you look at the GENIUS Act, rolling back to that – it has got very interesting characteristics, besides creating that demand for the US dollar and for the Treasury bills. It also has a mechanism in there that they call stablecoin attestation reports. So, now effectively what they need, and of course what you mentioned earlier in the conversation is, how do you know your assets are actually there? How do you know that a stablecoin issuer that says your stablecoin is backed by $1 or some similar type of asset that actually exists is there? Now the legislation is written in such a way that these stablecoin issuers are required by law to undergo attestation reports on a monthly, (or, referring to the Europe context, on a regular) basis where they need a third-party auditor to come and actually see that the assets exist there, and how that corresponds with the smart contract that actually issues that stablecoin. 

And the most interesting part about this is they are not required to report to the regulator alone on this. They are required to report to the general public on this. So, it should be made available on their website as well. And we saw this with the GENIUS Act, with the Hong Kong Stablecoin Ordinance, and with MiCA as well. So, that is the true principle of what it means to provide stakeholder protection. Of course, you can do something that is good for the country and good for the fiscal, but you also need to be mindful of that stakeholder protection, and I think that is what the GENIUS Act did.

The Finance Ghost: It’s super interesting in this space. I was reminded while you were chatting and you were talking about mirror trading and all of that, I remembered reading in the press a couple of years ago about Usain Bolt losing a whole lot of money. And I thought it was a crypto scam, so I went and Googled it. My base case is that it was a crypto scam because it so often is!

But actually, it looks like that was just money that basically disappeared out of his bank account, which is just astonishing. So it just shows you none of these things are perfect. It’s just banking is a lot older and has had more time to be regulated and is a lot better, but stuff still happens.

And I also went and looked now – I asked Copilot and I asked Google AI and got two different answers. What a massive shock Wiehann, look at that – AI giving me two different answers! But there are roughly somewhere between 35 and 40 banking licences in South Africa. So that’s an interesting thing to compare to the number of CASP licences. So that’s commercial banks, mutual banks, local branches of international banks, etcetera. You would certainly expect there to be far fewer banking licenses than CASP licences. But it is interesting to contrast the two.

I guess if you don’t have enough licenses, then it’s too easy for the black market to just carry on. They’ll just say, “Oh, there aren’t enough providers” and they’ll just do their thing. If you have too many licences, you’re bringing more people into the net. It then becomes harder to justify doing unlicensed stuff, but you’ve got to monitor it, and that’s obviously where the risk is of that falling over.

So from a regulatory perspective, it’s going to be very interesting. I think the next podcast you and I do, we should actually really dig into the custodianship and all of that stuff so people really understand these concepts, because I think we could dedicate an entire podcast to that. But in the interest of time on this one, I’m going to ask you one more question, which is over the next 12 months, more or less, and you’ve hinted at some of the stuff that might be coming, but what are you looking out for? Not just in South Africa, but internationally as well. In the world of crypto and blockchain, what do you think some of the big focus areas are? What are you excited to see? What does it mean for you?

Wiehann Olivier: I think if digital assets taught me one thing, it’s definitely humbled me in a lot of circumstances, especially from an investment perspective, and how the technology can evolve and how it has evolved over the last couple of years. But it also taught me something fundamental that I carry with me on a day to day basis, that 12 months is actually quite a long period and you think a year from now it feels like around the corner, but a helluva lot can happen in 12 months. And specifically so with the digital asset sector and the way the technology moves and the way that individuals innovate to that extent as well.

South Africans have been very innovative even in a global context. I mean, a lot of the virtual asset service providers that I speak to globally as well have some connection to South Africa or are actually South Africans as well. I think that’s the way that our brains are wired, based on our traditional banking system and solving issues and those types of things. But it’s really phenomenal to see.

But in terms of what the expectation is going forward, first of all, regulations, there is going to be a helluva lot more regulations and secondly there need to be a helluva lot more regulations because at the end of the day we need stakeholder protection. Of course the asset class provides the element of efficiency for people to utilise in their day to day lives or from an investment perspective, but they need to be protected as well to a certain extent, and I think that’s what regulations effectively offer.

I think real-world assets are probably going to be the fundamental area going forward. We’re going to see whether we’re going to have a further integration of interoperability between different blockchains because of course we do have the issue of thousands of blockchains out in the world and these blockchains need to start to speak to each other. I’d like to see a decrease of alternative coins or meme tokens or whatever the case may be, regulations around that, so we can get that out of the market and get that cleaned up. But I think stablecoins and real-world assets within the traditional financial services world are going to be key.

We’ve had a lot of discussions globally, especially in Europe, with auditors and fund administrators and fund managers to see what the impact of real-world asset and tokenisation of real-world assets will effectively look like going forward, what would be the regulations around that and how users will effectively obtain the benefit. I want to say 12 months from now, but knowing the way the technology evolves, I’ll probably say zero to six months is going to be the focus and where I see a lot of activity happening as well.

And of course from a South African context, a lot of regulations, we will probably see exchange control regulations being clamped down as well. And I’m hoping the FSCA also cleans up the CASP licensing regime a little bit and God forbid we see any downfalls or similar types of MTI and FTX setups in South Africa. But yeah, that’s basically the expectation from my side.

The Finance Ghost: Wiehann, thank you so much. Always so much to learn from you. I’m going to link through to your profile on the Forvis Mazars website and to your LinkedIn in the show notes for those who want to reach out. 

I think you are certainly coming through as one of the genuine experts in the space in South Africa, so to anyone in the industry who wants to understand more about digital assets and some of the regulations around it, and how this can be audited and a lot of the professional services around it that have been around the banking industry for so long and desperately need to make their way more into crypto, Wiehann is certainly a good guy to speak to. 

Wiehann, thank you so much for your time on this podcast. It’s been really cool. I’ve learned a lot, and I look forward to doing the next one with you.

Wiehann Olivier: Thanks, Ghost, appreciate the time and great being on the podcast again.

UNLOCK THE STOCK: Calgro M3

Unlock the Stock is a platform designed to let retail investors experience life as a sell-side analyst. Corporate management teams give a presentation and then we open the floor to an interactive Q&A session, facilitated by the hosts.

We are grateful to the South African team from Lumi Global, who look after the webinar technology for us, as well as EasyEquities who have partnered with us to take these insights to a wider base of shareholders.

In the 63rd edition of Unlock the Stock, Calgro M3 returned to the platform to talk about the recent numbers and the strategic outlook for the business. As usual, I co-hosted this event with Mark Tobin of Coffee Microcaps and the team from Keyter Rech Investor Solutions.

Watch the recording here:

Verified by MonsterInsights