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Ghost Bites (Bytes Technology | Hyprop)

The Finance Ghost
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Ghost Bites (Bytes Technology | Hyprop)

In this edition of Ghost Bites:

  • What is VCP planning at Bytes Technology?
  • Hyprop is tapping the market for R500 million in fresh equity capital

What is VCP planning at Bytes Technology? (JSE: BYI)

This 5% stake is very interesting

Here’s an interesting one: Value Capital Partners (VCP) has taken a stake in Bytes Technology of just over 5%.

The way it works in the market is that each increment of 5% must be publicly announced. We won’t hear anything further unless VCP either drops below a 5% stake, or moves above a 10% stake.

VCP is generally not a passive investor, so it’s going to be interesting to see whether this is part of a broader plan to become more involved at Bytes.

The Bytes share price has been struggling. In 2024, the market had to get to grips with a scandal around undisclosed trades by the ex-CEO. Then, in mid-2025, there was a nasty profit warning that took the shine off a stock that used to enjoy a premium valuation.

Since then, it’s been a story of AI disruption concerns and a squeeze on margins related to Microsoft products, with little in the way of bullish sentiment to offset these issues:

Ghost Bite: Generally speaking, an institutional investor moving through a 5% threshold can be safely ignored. An exception is when that investor is known for playing a more activist role, or “constructivist” as the term sometimes goes. I look forward to seeing what happens here.

Hyprop is tapping the market for R500 million in fresh equity capital (JSE: HYP)

If market history is anything to go by, the REIT will increase the raise based on demand

When REITs announce an accelerated bookbuild, the end result is what it says on the tin: a book of investors is built very quickly.

By the time you read this, Hyprop will already know where the R500 million in capital will be coming from. There’s also a good chance of them upsizing the raise if demand is strong enough in the market.

There are very deep capital pools on the JSE thanks to the presence of institutional investors. These investors have a particular affinity for property funds, as they are strong dividend payers for the income-focused investors who are the ultimate beneficiaries of these funds. Inflation protection is also very important, with many REITs doing a great job of delivering returns in excess of prevailing inflation levels.

Such is the demand in the market for REITs that these companies can often raise capital without even being specific around what the money will be used for. Hyprop has thankfully given us more information than that. They’ve provided a list of local and European projects that require capital.

On the local front, they’ve highlighted solar and battery energy storage system (BESS) projects at Canal Walk and Somerset Mall. There’s also an extension at Somerset Mall that needs money.

In Europe, Hyprop has flagged an extension at a property in Croatia. They are also looking more generically at “new acquisition and expansion opportunities” in Eastern Europe, other than the previously announced acquisition of Galleria Burgas in Bulgaria.

If there’s one thing that listed companies love, it’s a bit of flexibility around what to do with their money. I’m not surprised at all to see a generic comment like the one provided by Hyprop regarding Europe. In fact, I’m impressed that they’ve at least limited the acquisition targets to Europe, instead of just noting general acquisition opportunities across the markets of operation (i.e. including South Africa).

The guided growth in distributable income per share of between 10% and 12% for the year ended June 2026 is unaffected by this raise. That would make sense, as the raise is happening after that period! More importantly, it’s just Hyprop’s way of saying that they hit their growth target for the financial year. This comment is designed to encourage institutional investors to feel good about the management track record.

We will have to wait and see what the pricing on the raise looks like. They cannot issue shares at more than a 5% discount to the 30-day volume-weighted average price (VWAP).

Ghost Bite: Given the recent support of capital raises by REITs on the JSE, I doubt there will be much of a discount at all.

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REITs vs. buy-to-let

What is your view on REITs vs. buy-to-let investments?

Results of previous poll:

Nibbles:

  • Director dealings:
    • A entity related to the founder of Capitec (JSE: CPI), Michiel le Roux, entered into a hedge over shares worth a whopping R6.6 billion at current prices. This is a funded put option transaction, which means that the shares have been pledged as collateral for a loan and then protected with put options to manage the downside risk. The strike price on the put option is R2,700 – way down from the current price of R4,795. The options have an expiry date of 1.16 years on average. It’s hard to imagine a market scenario in which this strike price becomes relevant, but a crisis can always happen.
    • A non-executive director of Famous Brands (JSE: FBR), who also happens to be a member of the founding family, sold shares worth over R1.2 million.
    • A director of Mr Price (JSE: MRP) bought shares worth R242k.
  • Datatec (JSE: DTC) shareholders should be aware that the company has announced the ratio applicable to the scrip distribution. In case you aren’t familiar with how these work, they give shareholders the option to receive new shares in the company in lieu of a cash dividend.
  • SAB Zenzeli Kabili (JSE: SZK) is in the process of getting approval for a special dividend of 57 cents per share from the SARB. It’s incredible how often the SARB approval for special dividends causes delays. The company now needs to revise the timing of the dividend,as the approval has not been obtained in time.

UNLOCK THE STOCK: Calgro M3

The Finance Ghost
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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. I facilitate the Q&A alongside Mark Tobin of Coffee Microcaps and the team from Keyter Rech Investor Solutions.

We are grateful to the South African team from Lumi Global, who look after the webinar technology for us.

In the 72nd edition of Unlock the Stock, Calgro M3 (a regular on Unlock the Stock) joined us to discuss the recent financial performance and prospects of the group.

Watch the recording here:

Ghost Bites (Bank ratings upgrades | Mantengu | MAS | Oando)

The Finance Ghost
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Ghost Bites (Bank ratings upgrades | Mantengu | MAS | Oando)

In this edition of Ghost Bites:

  • Several SA banks enjoy a ratings upgrade from Fitch
  • Another potential bidder emerges for Mantengu’s Blue Ridge Platinum
  • Anticlimax: PKMI’s bid for MAS shares
  • Oando: a vertically integrated energy company that nobody talks about
  • Get the Nibbles (including director dealings)

Several SA banks enjoy a ratings upgrade from Fitch (JSE: ABG | JSE: FSR | JSE: INV | JSE: NED | JSE: SBK)

When the sovereign story improves, borrowing gets cheaper for the banking sector

South Africa still has a “junk” or speculative rating from Fitch, but at least things have been moving in the right direction. Fitch recently upgraded our sovereign debt from BB- to BB with a stable outlook.

Why does that matter? Well, apart from driving the cost of borrowing for the country as a whole, it also impacts the cost of borrowing for our corporates.

A South African corporate can have a very good rating by South African standards, but that’s exactly the point: it’s always relative to the sovereign rating. This is especially true for our banks, who have significant exposure to the government and broader economy.

Most of our local banks have all been upgraded from AA+(zaf) to AAA(zaf) by Fitch, with the part in brackets reminding investors that this is a South African debt rating. In other words, this isn’t directly comparable to an international AAA rating.

This should improve the cost of funding for Absa, FirstRand, Investec, Nedbank and Standard Bank, allowing them to be more competitive with their lending terms without sacrificing margin. I couldn’t find anything for Capitec (JSE: CPI) from Fitch, but S&P recently gave that bank an equivalent upgrade anyway.

Ghost Bite: Fiscal policy directly affects the cost of funding for our banks, which in turn impacts the availability and cost of credit for all South Africans. This is one of many reasons why government must always be held accountable for its actions!

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Credit ratings

Do you take these ratings into account when buying shares?

Another potential bidder emerges for Mantengu’s Blue Ridge Platinum (JSE: MTU)

But the current potential buyer has an exclusivity in negotiations

Mantengu is in the process of negotiating a potential disposal of Blue Ridge Platinum to Afresources Mining. The ultimate controlling shareholders in that company are not related parties to Mantengu.

Some competitive tension has entered the chat, with an unsolicited offer coming in from a different party at a price that is higher than the Afresources indicative offer. We just don’t know how much higher, as there are no further details in the SENS announcement.

The challenge is that Mantengu had granted an exclusivity to Afresources, so they actually can’t engage on this other offer. This is precisely why buyers ask for exclusivity, and why sellers only grant it under rare circumstances. The removal of flexibility for one party in favour of the other is a key principle in any negotiation.

Will the Afresources offer get over the line? Or will those negotiations fall over, paving the way for this other deal to be negotiated? Keep in mind that even if Afresources doesn’t end up being the buyer, there’s no guarantee that the negotiations with the mystery buyer will be successful.

Ghost Bites: Welcome to the colourful world of corporate finance dealmaking. If this stuff was easy, then M&A specialists wouldn’t make nearly as much money as they do!

Anticlimax: PKMI’s bid for MAS shares (JSE: MAS)

Despite receiving many offers from MAS shareholders, PKMI didn’t acquire any further shares in the end

At the end of June, PKMI announced a bid to acquire up to 30 million MAS shares. It’s worth keeping in mind that the strategy at MAS has shifted fundamentally, with the company no longer focusing purely on property assets. In PKMI’s announcement of the bid, part of the rationale was that MAS shareholders would be given a potential liquidity event if the new strategy doesn’t align with their needs.

Well, so much for that liquidity…despite there being “strong participation” in the bid and selling offers more than twice the bid size (i.e. holders of more than 60 million MAS shares were willing to sell), PKMI elected not to buy any shares at all.

This is because PKMI wasn’t happy with the pricing that shareholders wanted. This means that no clearing price could be established under the bid, so the entire thing falls over. There’s no indication of what a suitable clearing price would’ve been. We also don’t know what prices were indicated by shareholders who wanted to sell.

Ghost Bite: The MAS share price is back to where it started this year, having plummeted during the conflict in Iran. It has been a difficult, sideways story overall.

Oando: a vertically integrated energy company that nobody talks about (JSE: OAO)

Will liquidity in this stock increase over time?

Nigerian energy group Oando has finally caught up on its financials, thanks to the release of results for the year ended December 2025.

This is a vertically integrated energy company, so you’ll see many metrics that you aren’t used to seeing. This includes Barrel of Oil Equivalent Per Day (boepd). Group boepd increased by 32% year-on-year, driven by higher output across crude oil, gas and natural gas liquids (NGL). The full-year impact of the Nigerian Agip Oil Company joint venture consolidation has also been a positive contributor.

As you would expect, an energy company like this has a trading business designed to give them a smoother earnings profile across cycles. Crude oil traded volumes were up by 24%. It will be far more interesting to see how that business performed in the first half of 2026 based on all the chaos in global oil markets!

Trading volumes were down overall though, as the group changed its trading portfolio and got out of certain areas. Short-term pain for long-term gain, hopefully.

The production numbers sound exciting, but those volumes are just one part of the equation. Group revenue actually fell by 22.2% year-on-year, with the trading division driving the biggest decline.

Despite a decline in administrative expenses of 27.2%, operating profit was down by a nasty 58% in FY25.

Thanks to net finance costs decreasing by 43.4%, profit after tax only decreased by 7%. It certainly could’ve been worse.

To add to the strange shape of the income statement, earnings per share increased by 28%. Another positive element is that cash from operating activities swung from a substantial outflow to a decent inflow of N32.3 billion (roughly $23 billion at current rates).

For 2026, which is now halfway done already, the group expects production to increase to between 40,000 and 50,000 boepd. That’s a significant increase from 32,482 boepd in FY25. Supporting this strategy is a planned capex programme of between $90 and $100 million.

Ghost Bite: Above all else, I can’t wait to see what the numbers look like for the first half of the year after the conflict in Iran caused a spike in prices.

Results of previous poll:

Nibbles:

  • Director dealings:
    • Here’s a strong bullish signal: the CEO of Clicks (JSE: CKS) bought shares worth almost R4.7 million. A different director also recently purchased shares. It’s worth noting that Clicks is down 29% year-to-date, so this gives some much-needed love to the bull case.
    • Two of the founding directors of Dis-Chem (JSE: DCP) sold share awards worth R3.26 million. The announcement doesn’t explicitly say that this was the taxable portion.
    • A director of a major subsidiary of 4Sight Holdings (JSE: 4SI) received shares in the company worth R989k. This relates to the previous acquisition of that subsidiary and the related participation of senior managers in the company’s stock awards.
    • A family entity linked to the CEO of Spear REIT (JSE: SEA) sold shares worth R500k. This is a broader restructuring need for other family members, rather than a reflection of the CEO’s personal view on the stock. Aside from the SENS being explicit on this, he also reached out to make sure I understood this nuance! I always appreciate engagement from top execs.
    • An associate of the CEO of Finbond (JSE: FGL) bought shares worth R446k. Separately, an associate of a non-executive director bought shares worth R390k.
    • Acting through Titan Premier Investments, the Wiese family bought shares in Collins Property Group (JSE: CPP) worth R246k.
    • A director of Trematon (JSE: TMT) bought shares worth R95k.
  • Hulamin (JSE: HLM) announced that the Chairperson of the Board, Paul Baloyi, will no longer hold that office with effect from 6 July 2026 (i.e. immediately). If I understand the announcement correctly, he was removed by the board – a spicy and very unusual thing to happen. Linda Yanta has been appointed to the role on an interim basis. One wonders what has transpired here?

Ghost Bites (Lesaka Technologies | Spear REIT)

The Finance Ghost
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Ghost Bites (Lesaka Technologies | Spear REIT)

In this edition of Ghost Bites:

  • Lesaka Technologies wants to sweeten the deal for the executive chairman
  • Spear REIT has met all conditions for the acquisition of Watergate Centre
  • Get the Nibbles (including director dealings)
  • See the results of the previous poll
  • Catch up on Remgro, South32, Hudaco, Optasia and Supermarket Income REIT in the Ghost Bites podcast

Lesaka Technologies wants to sweeten the deal for the executive chairman (JSE: LSK)

There are good arguments to be made for and against these share options

In May, the board of Lesaka Technologies approved the grant of share options to Ali Mazanderani, the Executive Chairman of the company. This gives him the right to buy 1,000,000 shares at $5.00 per share, provided he remains continuously employed by the company until at least April 2028. That might sound like a long time, but keep in mind that this is less than two years away!

Bulls may give this the nod based on a desire to create alignment between shareholders and top management. If the share price goes up, the options become more valuable, creating a win-win decision for Mazanderani and other shareholders. It’s also worth noting that the strike price of $5.00 is quite similar to the current price of R84 per share. In other words, this option only becomes valuable if the share price increases significantly.

Bears could argue that alignment is irrelevant if executives are simply topped up when the previous tranche of options becomes worthless (Mazanderani currently has options to buy 4,000,000 shares at between $6.00 and $14.00 per share – options that are clearly out of the money). The reason these options are in trouble is that the Lesaka Technologies share price hasn’t performed:

Another important element to debate is that the options only become exercisable a year after the vesting condition is met (i.e. in April 2029). The window for exercise lasts for 12 months i.e. the latest possible date is April 2030. This gives the options a life of nearly four years from date of issuance. When it comes to options, a longer period makes them more valuable (as there’s a higher likelihood of the market price meaningfully exceeding the strike price). Does it make sense for the options to be exercisable for so long after the minimum employment commitment ends?

Shareholders are now being asked to vote on this remuneration plan. The results should be interesting!

Ghost Bite: In November last year, I recorded a very useful Ghost Stories podcast with Ali Mazanderani. Listen to it here and be sure to use that discussion as part of your research process on the company.

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Top-up share options - yay or nay?

What are your thoughts on these share options?

Spear REIT has met all conditions for the acquisition of Watergate Centre (JSE: SEA)

Transfer is expected during August 2026

A few months ago in April, Spear REIT announced the acquisition of Watergate Centre in Mitchells Plain. The good news is that the Competition Commission gave the transaction the green light, so it has now become unconditional. Spear expects to take ownership of the property during August.

This R442 million transaction gives Spear shareholders exposure to a convenience-oriented shopping centre that is anchored by Shoprite and Brights Hardware.

Given the location, it won’t come as a surprise to you that this is a value-focused centre. In other words, the tenant mix is designed to appeal to lower-income shoppers, one of the most exciting growth segments in South Africa.

As evidence of how sought-after this type of space tends to be, the centre is fully let. The price implies a purchase yield of 8.37%, with a weighted average escalation of 6.70%. This escalation looks lucrative in the context of CPI inflation, but keep in mind that the actual inflation rate for retail centres tends to be considerably higher thanks to energy, security and municipal costs.

The most interesting element of the deal is that at the time of the initial announcement, the weighted average lease duration was only 1.86 years. This is because the property was developed roughly 9 years ago, so many of the leases are reaching their renewal phase. For Spear shareholders, it will be important for the property fund to achieve positive reversions on the leases.

Ghost Bite: This is a good indication of the diversification that can be achieved even by sticking to one region. The focus on the Western Cape doesn’t mean that all of Spear’s assets are shiny tourist destinations. Far from it, in fact!

Results of previous poll:

Nibbles:

  • Director dealings:
    • An alternate non-executive director of WeBuyCars (JSE: WBC) sold shares worth R21.4 million. This substantial sale is described as “being for the purpose of, inter alia, settling obligations relating to other instruments”. This could mean derivatives, funding deals or something else.
    • The CEO of Africa Bitcoin Corporation (JSE: BAC) bought C preferred shares (linked to ACOF) worth R9k.
  • For those keeping score, Novus Holdings (JSE: NVS) is now up to a 50.44% direct stake in Mustek (JSE: MST) and a 70.73% stake when combined with concert parties.
  • Dipula Properties (JSE: DIB) renewed the cautionary announcement that was first issued on 22 May this year. We still don’t know what negotiations the company is actually busy with. They merely refer to “potential corporate activities”.
  • Efora Energy (JSE: EEL) reminded shareholders that they are in the process of applying for a provisional liquidation of the company. This comes after the termination of a proposed transaction that they hoped might save the entity.

A drag queen, a panda and the King (of rock ‘n’ roll)

Dominique Olivier
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A drag queen, a panda and the King (of rock ‘n’ roll)

Elvis, Lady Gaga and a nature-loving drag queen have all found themselves on the wrong end of a trademark fight. Some of them won, some of them lost, but only one of them got offered free ice-cream as compensation.

At the end of last year, a man named Wyn Wylie completed a 160 kilometre hike in full drag attire – voluminous wig, smokey eyeliner, carabiner earrings and all – in order to raise money for 8 environmental and LGBTQ+ nonprofits. The effort raised more than $1 million dollars from almost 35,000 individual donors via its GoFundMe. 

This isn’t Wylie’s first time traversing the great outdoors in makeup either; his drag persona, Pattie Gonia, has made a name for herself as an “outdoorsy queen” who raises funds and awareness for environmental issues by taking drag into nature. Here’s the Instagram.

Before I go on with the story, let me clarify a few things that you might not know about drag queens. Drag queens are performance artists – usually men, although there are a few rare female examples – who use clothing, makeup, and exaggerated mannerisms to play with and celebrate femininity. It’s more than just men in women’s clothing, and it’s not about men who want to be women. A drag queen creates a persona with a name and female pronouns and inhabits that persona only when they are performing – which is why I’ll write he/him when referring to Wylie and she/her when referring to Pattie Gonia, his drag persona. 

There’s a long tradition of innuendo and parody in drag. You’ll encounter drag personas with names like Minnie Van Driver, Ariel Versace, Cookie Buffet, Farah Moan and Formelda Hyde. Drag queens are also known for doing drag impersonations of celebrities, politicians and even, in some cases, world leaders. As you can imagine, this occasionally gets them into trouble.

Wyn’s persona, Pattie Gonia, was named after Patagonia the place, not Patagonia the outdoor apparel brand. The outdoor apparel brand is the one taking Pattie to court though – for the princely sum of $1.

The company said in the filing that it was responding to Wylie’s application to trademark Pattie Gonia as a brand. This would mean a move from simply using the name Pattie Gonia (something Patagonia hasn’t had an issue with up until now) to potentially selling products and organising events. Patagonia told the BBC “the last thing we wanted was a legal fight with someone who shares our values”. 

It’s an unusually tender thing to say to someone you are suing. But then, trademark law has always been one of the stranger corners of the legal world – the place where serious companies argue with total sincerity about whose pun belongs to whom. Before we get to how Patagonia’s dollar fits into all this, it’s worth meeting a few of the more colourful trademark disputes that came before it. 

Elvis Presley vs BrewDog

In 2015, the Scottish brewery BrewDog launched a grapefruit IPA called Elvis Juice. Authentic Brands Group – the company that manages Elvis Presley’s name and estate – was not amused. It wrote to BrewDog’s founders, James Watt and Martin Dickie, instructing them to drop the name or else. Watt and Dickie said “try us” and legally changed their own first names to Elvis by deed poll so that they could claim they had named the beer after themselves. A word of caution when arguing with Scottsmen: expect the unexpected. 

The UK’s Intellectual Property Office was initially unswayed by the hijinks of the brewers and ruled in favour of the King’s estate in 2017, on the grounds that drinkers might mistake the beer for an official Presley product. However, on appeal, that decision was overturned. The common thread of “Elvis”, the ruling found, was not enough on its own to make anyone think the King had gone into the session-IPA business. Two men (recently) named Elvis won, and they’re still selling Elvis Juice by the crate today. 

WWF vs WWF/E

In 2000, the World Wide Fund for Nature (the one with the panda logo) took the World Wrestling Federation (the one with the muscly people in spandex) to the High Court in England over the use of their shared initials – WWF. The Fund had seniority by a wide margin, having registered the letters in 1961, a full 18 years before the wrestling promotion adopted them. The two WWFs had coexisted confusingly but harmoniously for decades, and had even signed an agreement in 1994 under which the Wrestling Federation promised to keep the plain initials (which were used by the Fund) out of its branding.

What broke the peace was the internet. In 1997 the Wrestling Federation launched WWF.com and rolled out a new “scratch” logo that put the letters back on open display. The Fund considered both actions a breach of their agreement. The Federation’s defence was unusual but not without merit: a contract signed in 1994 could not possibly have anticipated the mass adoption of the world wide web, and so, it argued, shouldn’t be held to cover it. Its other line of defence was that no one on earth would ever confuse a wildlife charity with a wrestling show, since nobody was at real risk of mistaking a panda for The Rock.

The court ruled for the Fund, the Court of Appeal ruled for the Fund again, and the Federation was ordered to rebrand, which it did through a marketing campaign titled “Get The F Out” (I promise I’m not making this up). It’s been calling itself World Wrestling Entertainment – or WWE – since then. The pandas, unfussed and unbothered, have shown us that it pays to give an F about your brand.

Lady Gaga vs two ice-cream parlours

If I had a R10 for every time Lady Gaga threatened to take an ice-cream parlour to court for naming a flavour after her, I’d have R20, which feels… anticlimactic. The drama kicked off in 2011, when Gaga’s lawyers sent a cease-and-desist to a London parlour called The Icecreamists, which was selling a £14 scoop of ice-cream made with human breast milk under the name “Baby Gaga”. 

There’s a lot to unpack there, so let’s just stick to the legals.

The claim was that the product was deliberately provocative and might damage Gaga’s reputation – an argument made, it should be noted, by a woman who had recently (one year earlier, in 2010) attended an awards show wearing a dress constructed entirely of raw meat. 

The flavour did vanish from the menu, but not because of her. Westminster Council had already seized it for health-and-safety testing, and though the ice-cream was cleared a fortnight later (the woman who donated the milk was a registered milk donor and therefore in perfect health), the phrase “health and safety testing” does unhappy things to customers’ brains. Gaga got her result without ever needing to go all the way to court.

In 2015 she was embroiled in an ice-cream related battle again, this time against a maker called The Licktators and their “Royal Baby Gaga” flavour. This one didn’t contain any breast milk (despite what the name alluded). It was launched to mark the birth of Princess Charlotte. Gaga’s team sent a warning. This time the reply was less accommodating. The parlour declined to withdraw anything, noted that “gaga” is among the first sounds most babies make and can hardly belong to one pop star, and offered to send her some complimentary tubs of ice-cream “for chilling out to.” No lawsuit followed. Turns out it isn’t that easy to sue someone once they’ve offered you dessert.

Back to Patagonia

Set against a brewery that renamed its own founders, a wrestling empire outlasted by a panda, and a pop star defeated at least once by frozen dairy, the suit against Pattie Gonia is remarkable mostly for how little it actually wants. Patagonia is asking a court to mark the precise moment a fond tribute becomes a business – the line between borrowing a name out of love and registering it to sell things – and it’s asking as gently as a legal filing will allow.

Pattie Gonia is not a stranger to what Patagonia stands for. She hikes the same mountains, champions the same causes, and named herself, however cheekily, in the same direction. The company knows this, which is why the $1 lawsuit reads less like a demand and more like a hand on the shoulder: we love what you’re doing, truly – just not quite under our name, please.

Whether a court will see it that way is another matter. Trademark law, as we’ve seen, is not sentimental, and it has a habit of turning warm intentions into cold precedent. But of all the ways a billion-dollar brand could come after a drag queen in hiking boots, asking for a single dollar and admitting she shares your values might be the closest the genre gets to a love letter. Pattie will keep her heels. Patagonia will keep its logo. And somewhere between them sits a dollar nobody especially wants, marking the spot where two friends agree to each stay on their own side of the mountain.

About the author: Dominique Olivier

Dominique Olivier uses her love of storytelling and ideation to help brands solve problems.

Her first book, Lessons from Loss, has been published by Penguin Random House.

She is a weekly columnist in Ghost Mail and collaborates with The Finance Ghost on Ghost Mail Weekender, a Sunday publication designed to help you be more interesting.

You can learn more about her work at dominiqueolivier.com and she can be reached on LinkedIn here.

Ghost Bites (Hudaco | Optasia | Supermarket Income REIT)

The Finance Ghost
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Ghost Bites (Hudaco | Optasia | Supermarket Income REIT)

New: Ghost Bites on YouTube

Wish you could listen to Ghost Bites, not just read it? Subscribe to my YouTube channel and you’ll get regular highlights from Ghost Bites. It will always be on the website first, but I’ll do my best to release these daily or as close to daily as possible. I won’t be covering the Nibbles (including director dealings) in the video, so be sure to read as often as possible and to treat the audio as a backup!

In this edition of Ghost Bites:

  • Hudaco’s consumer-related products segment boosted the interim period
  • Signs of life at Optasia – but I’m waiting for detailed results
  • Supermarket Income REIT refinances £445 million in debt

Hudaco’s consumer-related products segment boosted the interim period (JSE: HDC)

And they have some serious headaches in discontinued operations to deal with

Hudaco’s results for the six months ended May tell a very different story in continuing operations vs. total operations. They’ve had a tough time in a couple of their business units, as described in detail by the company in a recent trading update.

The continuing operations look good at least, with turnover up 9.5% and operating profit up 11.2%. This tells us that margins expanded, which is always an encouraging sign. The interim dividend was 10% higher, so they’ve just managed to achieve double-digit growth.

The group generated operating cash flow of R478 million before taxes and finance expenses. The net borrowings sit at R654 million. The balance sheet is in decent shape overall, with plenty of headroom in existing facilities. They are also looking to reduce their borrowings over the remainder of this year (subject to any potential acquisitions).

In the segmental split, we find consumer-related products contributing 45% of group operating profit. From continuing operations, sales were up 2.7% and operating profit increased by 8.8%, so this is where you’ll find the most impressive positive move in margin.

The engineering consumables segment contributed 55% of group operating profit. Acquisitions were the major source of growth here, as the industrial side of South Africa remains a tough place to play. Turnover was up 15.3% and operating profit increased 19.3%, so there was some margin uplift here as well. But on a like-for-like basis, without acquisitions, turnover was up just 2.4% and operating profit only increased by 2.1%, so the mix effect of acquisitions drove the margin uplift. This isn’t nearly as good as the consumer-related products division, where margin uplift was more sustainable in nature.

The discontinued operations are the alternative energy business (a load shedding casualty) and the battery bay management and battery service business within Eternity Technologies (affected by the market entry of a competitor). They will need to try and get out of these businesses with the minimal amount of pain.

Ghost Bite: In the difficult industrials sector, a strong balance sheet is critical. Aside from the resilience that it brings, it also allows companies to take advantage of market conditions by acquiring other businesses at good prices. Let’s see how Hudaco handles the second half of the year.

Signs of life at Optasia – but I’m waiting for detailed results (JSE: OPA)

The margin mix needs to be understood properly

Optasia has been under plenty of pressure recently, as the airtime credit offering was simply switched off in Nigeria and nobody really seemed to notice. That’s not exactly evidence of a strong moat.

But then we finally saw some insider buying from the CEO, as well as the founding director (who had sold a big chunk to FirstRand (JSE: FSR) this year). To add to the bullishness, we now have an interim trading update that tells a much glossier story around the company than the share price would suggest.

Investors will now need to consider the underlying growth vs. how vulnerable the airtime credit business model appears to be.

In the six months ended June, Optasia generated 72% of revenue from the micro-financing solutions (MFS) business. I don’t think this reflects the sustainable mix, as the disastrous period for the airtime credit business would’ve artificially boosted this contribution from MFS.

Still, there’s clearly some resilience here, as Optasia managed revenue growth of between 50% and 60% for the period. Adjusted EBITDA growth was between 40% and 50%, with some surprising margin pressure clearly coming through there. It gets worse further down, where net income grew by between 30% and 40%.

Don’t get me wrong – these are strong growth rates obviously. But is the mix effect of airtime credit vs. MFS driving this weaker margin performance? And what does that mean for the future? It’s hard to know for sure until we get the detailed results in September.

Also, don’t underestimate how risky the underlying markets are. Optasia’s recent geographical expansion includes South Sudan. This country is literally a humanitarian catastrophe. On the plus side, they also expanded into Gabon, which is one of the wealthier African countries on a GDP per capita basis.

For the year ending December 2026, the company has reaffirmed guidance for revenue and adjusted EBITDA growth of over 30%. This includes a “prudent” assumption around the recovery of volumes in Nigeria. Normalised net income is expected to grow by between 25% and 35%.

As you can see from the chart, the combination of insider buying and this update has injected some life into this broken post-IPO story:

Ghost Bite: If nothing else, this is another reminder for those with trading portfolios that insider buying can be a strong signal. There’s a reason why I cover the director dealings every single day in Ghost Bites.

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Optasia bulls and bears

Where do you currently sit on the Optasia spectrum?

Supermarket Income REIT refinances £445 million in debt (JSE: SUPR)

This deals with all the facilities maturing in the next two years

At property companies, debt is a feature rather than a bug. They need debt in order to achieve decent return on equity for shareholders. The theory is that property is the ideal asset class to act as security for debt, making it easily available and a cost-effective source of finance.

Supermarket Income REIT (based in the UK) has refinanced £445 million in debt. This deals with four different facilities that were due to mature in the next two years. Rather than waiting until the last minute, companies will often refinance ahead of time.

A major strategic element of these refinancing transactions is the composition of the banking syndicate. Creating competitive tension among banks is one of the benefits of achieving scale. In addition to the four banks in the existing facilities, the company has now introduced two additional banking relationships.

Following this transaction, the company will have no debt maturing until 2028. The weighted average cost of debt is 4.4% and 98% of it is fixed or hedged. Compared to the replaced facilities, the new facilities deliver an annual interest cost saving of c.£0.3 million.

Separately, the company declared a quarterly dividend of 1.545 pence per ordinary share. The exchange rate for South African shareholders will be confirmed by 20 July.

Ghost Bite: As much as I love the intricate storytelling of equity, the world of corporate debt is also really interesting. I particularly enjoy all the different layers of a cake that make up a balance sheet, with a variety of debt structures that carry different costs and maturities.

Results of previous poll:

Nibbles:

  • Director dealings:
  • Mantengu (JSE: MTU) has renewed the cautionary announcement regarding the potential reverse takeover transaction with Averi Finance. Mantengu has appointed legal advisors for the due diligence, as a transaction of this nature (a combination of assets from both companies) requires a two-way due diligence.
  • I’m not sure what they are up to at Vunani (JSE: VUN), but they’ve appointed the ex-CEO of MTN Zambia to the board. The describe these ICT skills as “contributing significantly to the continued growth and strategic objectives of the company” – even though they don’t have any ICT assets. Interesting.
  • Combined Motor Holdings (JSE: CMH) has renewed the cautionary related to the potential acquisition of properties owned by directors.
  • Trustco (JSE: TTO) has updated the market on the timing to complete the Namibian and South African audits at subsidiary level. They expect this to be finalised in the fourth quarter of the year. Keep in mind that this relates to financials for the years ending August 2024 and August 2025, with the company suspended from trading and far behind on its financials.
  • Sail Mining Group (JSE: SGP) has been suspended from trading since mid-2022. They are hellishly behind on financial reporting, with audits in progress for the 2022 to 2024 financial years. They are looking to delist the company anyway. I’ll be interested to see if an offer to shareholders can be approved without recent financial information to work from.

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

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

Listed Companies

South32 has entered into a binding conditional agreement to dispose of its global aluminium value chain to Alcoa, an American industrial corporation producing aluminum. The transaction, with an implied enterprise value of up to US$5,6 billion, will see Alcoa acquire South32’s interests in Worsley Alumina (86%), Hillside Aluminium (100%), MRN bauxite mine (33%), Brazil Alumina refinery (36%) and Brazil Aluminium smelter (40%). Excluded from the transaction is Mozal Aluminium which remains on care and maintenance. Alcoa will pay an upfront consideration of $3,1 billion, $1,08 billion in Alcoa shares, will assume $750 million in net debt and lease liabilities and pay a further $750 million if alumina and aluminium prices exceed agreed thresholds over the next four years. The divestment repositions South32 as a pure-play, upstream base metals producer predominantly in copper and zinc.

Labat Africa is to acquire an additional 24.45% stake in Classic International for a purchase consideration of R27 million to be settled through the issue of 900 million Labat shares at an issue price of R0,03 per share. The additional stake will result in Labat holding a 100% shareholding in the business. Classic provides high-performance computing hardware, AI-driven analytics capability and disruptive engineering solutions designed to improve operational efficiency in complex enterprise environments.

In terms of the proposed scheme of arrangement, Brikor will buy back a maximum of 116,1 million shares at 17 cents per share for an aggregate R19,7 million. The offer excludes Nikkel Trading 392 and the Brikor Share Incentive Scheme. The high costs of maintaining a public listing and the persistent illiquidity of its shares were cited as the primary reasons for its exit.

In April, Clientèle announced the proposed delisting of the company by way of a conditional offer effected through a pro rata repurchase of shares. The offer, in respect of no more than 36,261,776 offer shares at R19.90 per share closed this week with acceptances of 21,097,797 shares for an aggregate R419,85 million.

Vodacom has updated shareholders on its acquisition of an additional 20% stake in Safaricom announced in December 2025. Conditions precedent have been fulfilled and the acquisition is effective as of 30 June 2026.

The disposal agreement of the Arlington Property for a cash consideration of US$30 million announced by PPC in August 2025 has lapsed with the agreement becoming null and void. The disposal consideration did not occur by the extended longstop date of 30 June 2026. The property remains a non-core asset for the company.

Zeder Investments has extended the long stop date of its announced February 2026 disposal of Zaad to 30 November 2026 from the initial 31 July 2026.

Unlisted Companies

Differential Capital and its consortium of investors have taken an equity stake in the mining division of Murray and Roberts (in business rescue) for R1,27 billion. The business rescue plan was approved in April 2026, and the transaction was completed on 25 June 2026, securing the transfer of numerous local and foreign subsidiaries in South Africa, Canada, Australia, Portugal and Chile among others. The transaction has preserved 2,600 jobs and safeguards vital mining capabilities.

Strategic Transfer Solutions (STS), a global insurance and reinsurance broker, has acquired 100% of Aircraft Risk Company (ARC), an aviation brokerage, marking an expansion into the aviation specialist area. Beyond Africa, STS will scale its footprint into Europe, Latin America and Asia in which ARC will play a meaning role in its global strategy. For the meantime ARC will continue to operate under its existing brand.

Infra Impact Investment Managers (IIIM), through its Mid-Market Infrastructure Fund I, has acquired a minority shareholding in Cape Town Biogas, an organic waste processing facility. The stake was acquired from Metier Sustainable Capital Fund II, which remains the controlling investor. Cape Town Biogas utilises leading anaerobic digestion technology to process 250 tonnes of organic waste per day into three valuable outputs – Compressed Biomethane, Renewable Beverage-Grade Carbon Dioxide and valuable agricultural inputs.

Preference Capital has received a R350 million capital injection from Titan Premier Investments. Preference Capital supports businesses generating up to R1 billion in turnover, offering unsecured loans from R100,000 to R7 million and secured facilities to a maximum of R60 million.

Mauritian headquartered private equity firm Adena Partners has acquired a majority stake the Minet Group, a South African-based pan-African risk insurance adviser. Minet provides insurance brokerage, risk advisory, and employee benefits solutions to a diverse base of clients, including corporates, SMEs, and institutions across nine African countries. The stake was acquired from private equity investor Capitalworks. Financial details were undisclosed.

South African non-profit organisation Afrika Tikkun Group has disposed of its advisory, recruitment, training and placement company Afrika Tikkun Services. The disposal, to a consortium, will allow the Group to build and focus on its model for child and youth development. Afrika Tikkun Services will change its name to ATS and will operate independently under the new ownership. Financial details were not disclosed.

Maia Capital Partners has provided R150 million in mezzanine debt financing to Nesa Power, a commercial and industrial solar and battery storage developer. The funding will be used as growth capital to acquire solar photovoltaic project sites and expand Nesa’s portfolio of long-term power purchase agreements.

African International Schools network, Enko Education, has entered the East African market through the acquisition of Kitengela International Schools (KISC), a group of seven schools across three campuses in Kenya’s Kitengela region. KISC will retain its name, identity and day-to-day operations.

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

Weekly corporate finance activity by SA exchange-listed companies

Marylou Greig
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Weekly corporate finance activity by SA exchange-listed companies

Fortress Real Estate has place 55,670,104 Fortress B shares representing c.4.5% of the company’s B ordinary share capital. The placement is by way of an accelerated bookbuild offering. The shares were placed at a price of R24.25 per B ordinary share representing a 1% discount to the 30-day VWAP of 29 June 2026. Proceeds will be used to advance the rollout of the SA and CEE logistics development pipeline and to capitalise on retail opportunities.

PKMI has announced that it intends to acquire up to 30 million MAS plc shares. Shareholders may offer all or part of their MAS shares. If the bid is fully accepted, PKMI’s shareholding in MAS will increase from 61.3% to 65.7%. Shareholders have until 3 July 2026 to offer their shares.

Pan African Resources will issue 102,641,421 new shares in the form of Pan African CDIs to Emmerson shareholders as settlement of the aggregate scheme consideration. The shares will be issued at £1.09 per share.

Suspended in July 2022, Sail Mining announced in December 2025 that it would make a conditional offer to repurchase, on a pro rata basis, all the company’s ordinary shares and would simultaneously terminate its listing on the AltX Board of the JSE. Shareholder approval is required – updates to follow in due course.

SAB Zenzele Kabili will pay shareholders a special dividend of 57 cents per share from income reserves. The dividend will be paid on 20 July 2026.

PBT will make a capital reduction distribution to shareholders of 18.5 cents from income reserves with a payment date of 20 July 2026.

The Capital Appreciation Empowerment Trust has disposed of 40 million Araxi shares in a block trade at R1.85 per share. The proceeds will be used to repay all its debt and leave the remaining assets, 35 million Araxi shares, unencumbered.

Sebata’s listing was suspended in October 2025 for failing to publish its audited financial results ended March 31, 2025, and interim results for the period ended 30 September 2025 within the prescribed period. The company has now published these results and expects the listing to be reinstated on the JSE on or before 31 July 2026.

The JSE has warned shareholders of Mantengu, Visual International, Brikor and Copper 360 that the companies have failed to submit their annual report within the four-month period as stipulated in the JSE Listing Requirements. The companies have until 31 July to submit their financials or face the possible suspension of their shares on the exchange.

This week the following companies announced the repurchase of shares:

Reinet Investments intends to purchase its ordinary shares at market value for
an aggregate maximum amount of €500 million subject to a maximum of 16.5 million ordinary shares over a period up to the 2027 Annual General Meeting of the Company. The implementation will be through several successive and separate programmes and shares will not be cancelled. The Rupert family has declared its intention not to sell any shares during the duration of this Programme. This week Reinet acquired 399,415 shares on the JSE for an aggregate R185,54 million.

Sun International repurchased a total of 5,1 million ordinary shares representing 2% of the issued share capital of the company for a total consideration of R256 million. The shares were acquired at an average price of R50.08 per share.

Hammerson has repurchased 747 ordinary shares from MUFG Corporate Markets at 5 pence per share. The shares will be used to meet obligations arising from its employee share option schemes.

Equites Property Fund has proposed a specific share repurchase of up to 168,596 ordinary shares which will be subject to shareholder approval. The shares will be repurchased from participants of the company’s conditional share plan and will provide participants with a straightforward method of disposing of shares to settle tax liabilities due on vested shares without having to sell them on the open market.

The JSE has repurchased 1,105,477 shares, representing 1.28% of the company’s issued share capital. The shares were acquired over the period 5 to 24 June 2026 for an aggregate R175 million.

Aimia continued with its repurchase programme during June 2026, repurchasing on the open market 165,400 shares at an average $2.79 per share for a total settlement of $461,373.

To reduce the share capital of the company and return capital to shareholders, Quilter commenced, in March 2026, a £100 million share buyback programme. Repurchases to date total £40 million of which £32 million were conducted on the LSE and £8 million were conducted on the JSE. The maximum aggregate purchase price payable by the Company under Tranche 2 is up to C.£30 million. During the period 22 to 26 June 2026, Quilter repurchased 5,431,489 shares on the LSE with an aggregate value of £10,24 million and 1,350,160 shares on the JSE with an aggregate value of R55,40 million.

In June, Greencoat Renewables announced its intention to commence a second tranche of the repurchase programme which will return a further €25m of capital to shareholders, following the completion of the first tranche which is expected during July. The second tranche repurchase will be complete by end-December 2026. This week 1,147,193 shares were repurchased for an aggregate €842,952.

Bytes Technology announced in May 2026 its intention to implement a new share repurchase programme to purchase the company’s shares for an aggregate value of up to £25,0 million. This week the company repurchased 473,637 shares at an average price per share of £3.67 for an aggregate £1,74 million.

In December 2025, British American Tobacco extended its share buyback programme by a further £1.3 billion for 2026. The shares will be cancelled. Over the period 22 to 26 June 2026, the company repurchased a further 597,155 shares at an average price of £45.75 per share for an aggregate £27,52 million.

Ninety One plc announced an increase in the repurchase programme from £30 million to £55 million to be completed by 21 July 2026. The shares, to be purchased on the open market, will be cancelled to reduce the Company’s ordinary share capital. This week the company repurchased a further 1,154,489 ordinary shares at an average price 211 pence for an aggregate £2,44 million.

Anheuser-Busch InBev’s US$6 billion share buy-back programme continues. 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 22 to 26 June 2026, the group repurchased 519,711 shares for €37,74 million.

During the period 22 to 26 June 2026, Prosus repurchased a further 2,508,852 Prosus shares for an aggregate €94,78 million and Naspers, a further 911,265 Naspers shares for a total consideration of R742,03 million.

Three companies issued profit warnings this week: Bell Equipment, Goldrush and Hudaco Industries.

Five companies issued or withdrew a cautionary notice: Labat Africa, Brikor, Trustco, Mantengu and Combined Motor Holdings.

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

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

Vanessa Aitken
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0
Who’s doing what in the African M&A and debt financing space?

DealMakers AFRICA

Plug and Play has invested an undisclosed sum in Kenyan fintech, Lemonade Payments. The company builds modern, compliant infrastructure that makes sending, receiving, and settling payments across Africa faster, simpler, and more affordable.

The Government of Uganda has signed a €110,5 million (US$126,1 million) agreement with Standard Chartered Uganda, to help finance the construction of a road in the country’s northeast region. The road will be built in Karamoja, a remote region in Uganda’s northeast ‌on ⁠the border with Kenya. According to the finance ministry, the road will also help ⁠support ongoing major investments in the region, including a $300 million ⁠cement factory and a $72 million international airport.

Centum Investment Company Plc has sold a 60% stake in Nabo Capital to Rock Investment Bank, cutting its holding to 40%. Nabo will cease to be a Centum subsidiary and become an associate company, with Rock joining as strategic shareholder to support growth in asset management, product expansion and distribution.

Adenia Partners has acquired a majority stake in Minet Group from Capitalworks for an undisclosed sum. Minet provides insurance brokerage, risk advisory, and employee benefits solutions to a diverse base of clients, including corporates, SMEs, and institutions across nine African countries: Botswana, Kenya, Lesotho, Malawi, Mozambique, Namibia, Tanzania, Uganda, and Zambia. Prior to its acquisition by Capitalworks in 2017, Minet was part of Aon, the global insurance broker.

FSD Africa Investments announced a US$1,25 million commitment in iungo Capital, a lender that provides growth financing to small businesses across East Africa. The investment will strengthen iungo’s capital base, enabling it to borrow more and accelerate lending to businesses that struggle to access finance. Operating across Uganda, Kenya, Rwanda, and Tanzania, iungo provides US$-denominated loans of $250,000 on average in a first round, pairing capital with targeted technical assistance to strengthen business performance and support long-term growth.

Oxano Capital has invested in Uganda’s Delta Bee. Through its work with thousands of smallholder beekeepers, the company produces and processes high-quality honey and other bee products while creating sustainable income opportunities for rural communities. Delta Bee has built an integrated business model that combines farmer support, processing, manufacturing of beekeeping equipment, and market access, making it a key player in Uganda’s growing agribusiness sector. Terms of the investment were not disclosed.

Oyass Capital, a sub-fund of FONSIS (Sovereign Fund for Strategic Investments), has announced a CFA 1,3 billion investment in La Ripaille, a Senegalese poultry company. The funding is structured as equity and debt compliant with Sharia law.

African International Schools network, Enko Education, has entered the East African market through the acquisition of Kitengela International Schools (KISC), a group of seven school sections across three campuses in Kenya’s fast-growing Kitengela region. KISC will retain its name, identity, culture, leadership and day-to-day operations. Learners will continue with the same teachers, curricula and school culture.

Beltone Venture Capital, a subsidiary of Beltone Holding, is expanding its investment in Egyptian consumer brands ariika and Lychee. This comes as both companies prepare to grow their presence in Saudi Arabia. ariika, a direct-to-consumer digital-led home furnishing brand, will launch two stores in Riyadh as part of its Saudi expansion. The company already operates across Egypt and Iraq and views the Kingdom as a strategic market for its regional ambitions. Health food and beverage brand Lychee is also expanding into Riyadh with three new outlets. The company said it spent several years studying Saudi consumer preferences before moving forward with the rollout.

Côte d’Ivoire-based Afro Mobile is acquiring a 40% stake in Nigeria’s ISAT Group. The company is preparing to launch an ultra-fast internet service powered by 5G Stand Alone technology. Its aim is to provide high-speed connectivity accessible to all segments of African society, with a particular focus on rural and underserved communities. Afro Mobile also announced that its expansion program will rely on a US$3 billion financing package structured and mobilized by Equiline Finance, providing the capital required to support large-scale infrastructure deployment across multiple markets.

DealMakers AFRICA is the continent’s quarterly M&A publication
www.dealmakersafrica.com

South Africa raises merger thresholds: What it means for your deal

Daryl Dingley, Dudu Mogapi and Gina Lodolo
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South Africa raises merger thresholds: What it means for your deal

With effect from 1 May 2026, the Department of Trade, Industry, and Competition (DTIC) increased the mandatory merger thresholds and filing fees. It has been almost a decade since the merger thresholds and filing fees were last increased, in an investment climate marked by slow economic growth and regulatory hurdles.

In January 2026, the DTIC proposed new merger notification thresholds and filing fees for public comment. Following the public consultation process, the Minister of Trade, Industry and Competition, Mr Mpho Parks Tau, in consultation with the Competition Commission (Commission), formally amended the Determination of Merger Thresholds.

Since the previous merger thresholds were published in 2017, inflation and business growth have steadily eroded the thresholds filtering function, resulting in smaller transactions becoming notifiable. Consequently, parties to smaller and mid-market deals have borne the cost and delay of legal and economic analysis, filing fees, and protracted approval timelines, often in circumstances where no genuine competition concerns arise. Therefore, the question now is whether these increased thresholds will translate into a materially more efficient merger process, to the benefit of the Commission and transacting parties.

The higher thresholds should result in fewer mandatory notifications, thereby increasing the Commission’s capacity to focus its limited resources on mergers that raise substantive competition or public interest concerns, as well as larger transactions with greater potential to contribute to economic growth. For investors, this signals a meaningful effort to reduce unnecessary regulatory red tape whilst simultaneously safeguarding a competitive market. Coupled with the recent spate of positive initiatives aimed at fostering a more investor-friendly merger control regime in South Africa, including the various guidelines published to clarify the Commission’s approach to internal restructurings, indivisible transactions, and pre-merger consultations between the merger parties and authorities, this is a welcome step in the right direction for mergers and acquisitions in South Africa.

The final amended thresholds and filing fees are set out below. Notably, the target firm threshold for intermediate mergers was increased from the proposed R175m to R200m in the final gazette.

With the new thresholds now in force with effect from 1 May 2026, and having retrospective effect, dealmakers should immediately assess whether transactions in the pipeline are impacted. The retrospective application means that transactions which were entered into before 1 May 2026, but had not yet been notified to the Commission, must be assessed against the new, higher thresholds. In practical terms, this means that a transaction that would previously have triggered a mandatory notification under the former thresholds may now fall below the revised thresholds, with the result that the parties are no longer required to notify. This has the potential to deliver immediate and tangible benefits to transacting parties, both in terms of avoiding the costs associated with the merger filing process, including filing fees, legal and economic advisory fees, and in eliminating the delays inherent in awaiting regulatory approval.

While merger transactions notified after 1 May 2026, in respect of which no decision has yet been made, may technically be withdrawn if they fall below the revised thresholds, the position in practice may be less straightforward. It is possible that the Commission may take the view that it remains seized with the investigation of such matters, particularly where substantive assessment is already underway. Factors that may inform this approach include the administrative complexities associated with refunding filing fees already paid, as well as instances where the Commission has, during its investigation, identified genuine competition or public interest concerns warranting further scrutiny. Transacting parties in this position would have to engage with the Commission directly to obtain clarity on the matter.

Daryl Dingley and Dudu Mogapi are Partners and Gina Lodolo a Senior Associate | Webber Wentzel

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

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

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