Wednesday, November 12, 2025
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Ghost Bites (Exemplar REITail | Octodec | Omnia | PPC | Raubex | Shoprite | Sibanye-Stillwater | Telkom | Tiger Brands | Vodacom)

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Exemplar REITail shows how strong township and rural retail is (JSE: EXP)

It’s just a pity that the register is so tightly held

Exemplar REITail has 28 property assets in its portfolio. This is the only listed property fund that focuses exclusively on rural and township retail, which makes it interesting. Sadly, there is minimal trade in the stock, so it’s hard to get exposure here.

I therefore won’t go into immense detail when it comes to their interim numbers for the six months to August. Instead, I’ll just note that the net asset value per share was up 11.9% and the dividend per share has jumped by 21%. The informal-into-formal retail trend is a major growth engine in South Africa, which is why we’re seeing an increasing number of property funds pushing into this strategy.


Octodec’s distributable income per share is growing by high single digits (JSE: OCT)

The main thing investors look for in REITs is income growth ahead of inflation

In the first trading statement dealing with the year ended August 2025, Octodec noted that distributable income per share is expected to grow by between 3% and 6%. Things came out even better than expected, with the updated guidance being growth of between 7% and 9% thanks to reduced expenses, asset disposals and the treasury management strategy.

The dividend per share seems to be following suit, growing by between 7% and 9%.

Results are scheduled for release on 25 November 2025.


Double-digit HEPS growth at Omnia (JSE: OMN)

Despite this, the share price has had a sideways (and volatile) year

Omnia Holdings released results for the six months to September 2025. Revenue was up 3% and operating profit increased 12%, leading to an 11% increase in HEPS. Although that revenue growth is anything but exciting, the outcome for shareholders is more than decent by the time we reach HEPS.

If we look at the segments, Chemicals is the ugliest of ugly ducklings. Revenue fell 38% and the segment generated an operating loss once more. They are busy restructuring this part of the business. Luckily, the operating loss of R22 million is much smaller than the profits generated elsewhere, with Agriculture up 9% to R458 million and Mining up 7% to R570 million. Although Omnia’s underlying exposure goes well beyond the South African market, these are core sectors for the local economy and I’m glad to see them growing.

The share price doesn’t reflect much growth though, having been sold off hard during the initial tariff scare before recovering to 4% down year-to-date.


An unlucky currency hedge has hit PPC’s numbers, but they are still doing well (JSE: PPC)

The point of a hedge is to manage risk, not make a profit

As part of the plan to build an impressive new cement plant in the Western Cape to take advantage of growth in the region, PPC entered into a hedge due to the US dollar exposure related to the construction. The timing of this has proven to be very unlucky, as the rand has appreciated against the US dollar and thus bucked the trend we’ve seen over more years than anyone cares to remember.

Hindsight tells us that PPC would’ve been better off without the hedge, as they’ve had to recognise losses on the foreign exchange contracts. But had the rand gone the other way and the cost of construction had moved higher, then shareholders would’ve been worse off. The point of the hedge is to create certainty, not trading profits on forex.

Thanks to the losses on the hedge, HEPS will be between 8.3% and 18.7% higher for the six months to September. If you adjust for the hedge in an attempt to isolate the operating performance, you get to between 27% and 36%.


Raubex dragged lower by ugly numbers in certain segments – especially Australia (JSE: RBX)

If you’re looking for an example of segmental volatility, this one is for you

Raubex makes a song and dance about their diversification strategy. When you look at the segmental performance for the six months to August 2025, you’ll quickly see why. The numbers jump all over the place, with volatility that would make poultry businesses blush. Add them all together and you at least get a smoother outcome, but sometimes that outcome can still be sharply negative.

In the interim period, group revenue fell 1%, operating profit was down 28.7% and HEPS fell 14.4%. Of more concern is cash from operations, which tanked by 50.5%. The interim dividend couldn’t withstand the pressure and fell by nearly 14%.

That’s a yucky set of numbers. Brace yourself though: we need to dig into the problematic segments.

Australia stands out for being truly awful, with revenue down 17.8% and a wild swing from operating profit of R158 million to an operating loss of R95 million. That’s a negative swing of R253 million! A large mining project is largely to blame for this, giving us example number five bazillion that the risks in Australia for South African businesses extend well beyond finding a deadly spider in your shoe.

To show just how violent the swings are, here’s a positive one: the Infrastructure division’s operating profit jumped from R85.5 million to R180.1 million. There’s a specific focus on renewable energy in South Africa, so it’s great to see this growth as a result of investment in these assets in our country.

Before we feel too warm and fuzzy, we should look at Material Handling and Mining, where profit fell by over 50% to R88 million. Sigh. Chrome prices are the big problem here, with Bauba generating an operating loss. It’s at least better than the loss in the second half of the prior year, but it’s still very worrying. Does it make sense to have a mining business alongside all these construction plays? No, it doesn’t. Hopefully they will recognise this at Raubex and get this risk off the balance sheet.

The swings continue in the other segments. Construction Materials fell 14.8% to R142 million, while Roads and Earthworks put in a positive performance with growth of 11.8% to R288 million.

It seems like some of the pain in this period is of a non-recurring nature (like the Australian project), so perhaps the bottom is in. It just feels impossible to accurately forecast the performance of a group with such varied and volatile segments.


Shoprite is still growing in an environment of very low food inflation (JSE: SHP)

Price inflation was flat at Shoprite and negative at Usave!

Retailers generally enjoy a moderate amount of inflation. At the very least, they need to avoid a situation where their costs are inflationary (wages / security / energy etc.) and their product prices are stagnant, as this puts them on a difficult treadmill where the only way to survive is through growth in volumes.

In such an environment, only the best retailers do well. The rest wash away.

We seem to be in such a situation in grocery retail, with Shoprite reporting sales growth for the three months to September of 8%. That’s well off the 11.4% in the first quarter of the prior year, but solid in the context of group selling price inflation of just 1.4% vs. 2.6% in the comparable period. This inflation was found in the higher LSM items in the group (e.g. at Checkers), as Shoprite’s inflation was 0% and Usave was -0.4%!

This makes it very, very difficult for inefficient competitors like Pick n Pay (JSE: PIK) to make progress against Shoprite. Thankfully for that group, Boxer (JSE: BOX) is putting up a very good fight at the lower end of the LSM curve.

Supermarkets RSA growth was 7.9% overall, while Supermarkets Non-RSA managed 12.9% thanks to improved conditions in the seven other countries in which Shoprite trades. The Other Operating Segments contributed growth of 4.8%, with Medirite pharmacies as a bright spot.

Although Shoprite might be doing well relative to competitors, the share price this year has dipped 4% due to how demanding the valuation is. Investors love Shoprite, but they still need to see plenty of growth when the P/E multiple is 21x.


Sibanye-Stillwater removes the Appian overhang (JSE: SSW)

The parties have settled on the eve of the trial

Sibanye-Stillwater is making plenty of money right now, so it’s a good time to deal with share price overhangs and get them out the way. They’ve agreed to settle the dispute with Appian Capital Advisory for $215 million (including the legal fees already paid). The trial was due to begin yesterday, so they’ve just about settled on the court steps!

This dispute relates to Sibanye pulling out of the acquisition of Atlantic Nickel and Mineração Vale Verde due to a “geotechnical event” at the time. Appian sued Sibanye for over $1.2 billion in damages, with the underlying implication being breach of contract and Sibanye using the “event” as a convenient excuse to get out of a deal they couldn’t afford to close.

Although this settlement is money down the drain for Sibanye, I think pulling out of the deal may well have saved the group during the dark recent times in the PGM sector. Either way, it’s over now.


HEPS more than doubled at Telkom, but there’s a catch (JSE: TKG)

The base period included major distortions – yes, even in the HEPS figure

Telkom released a trading statement for the six months to September. At a cursory glance, they absolutely crushed it, with HEPS from continuing operations jumping by between 105% and 115%. In other words, it more than doubled! HEPS from total operations (which includes Swiftnet in the base period) increased 57% to 65%.

But there’s a significant further distortion in these numbers, even if you look at HEPS from continuing operations. The base period included a derecognition loss of R451 million (after tax) related to the Telkom Retirement Fund. It also included R117 million (again, after tax) on restructuring costs. That’s a combined R568 million. That’s a huge adjustment when you consider that profit after tax for the September 2024 period was R853 million – or R1,421 million without those issues!

It looks like HEPS growth was in the mid-20s if you adjust for the distortion. That’s still a great growth rate obviously, but the truth of it is that the huge jump in profits actually happened in 2024 if you read closely, not 2023.


Lots of positive narrative at Tiger Brands, but we have to be patient for the numbers (JSE: TBS)

The share price has had a very strong run

Much as the JSE has done well this year, it’s actually quite difficult to find companies outside of the mining sector that have had a good time in 2025. Tiger Brands is an exception, with excellent recent performance and strong support from the market for the ongoing turnaround.

In a trading statement for the year ended 30 September, they noted core revenue growth across all their business units and improved operating margin. They also avoided complaining about online gambling. How odd that once again, the FMCG company that is doing well isn’t trying to create a distraction based on external factors?

With volume growth throughout the year and a double-digit operating margin, Tiger Brands is a much better business these days. They’ve been simplifying their operations by selling businesses where they don’t have an obvious competitive advantage. Recent examples include the disposals of Carozzi and the baby wellbeing division. They’ve also agreed to sell their 74.69% interest in their Cameroonian chocolate subsidiary. There are some listed retailers that would benefit tremendously from this kind of discipline.

We will have to be patient until 26 November to get the full details. In the meantime, what we know is that HEPS from continuing operations will be up by between 25% and 30%, while HEPS from total operations is up by between 10% and 15%.

It’s been a textbook turnaround at Tiger Brands. Well done to them – and to those who invested in the story!


Egypt is more than a quarter of the business at Vodacom (JSE: VOD)

But there’s no confirmation of the Please Call Me number

Despite bringing this issue to a close after what felt to everyone involved like a lifetime, the Please Call Me settlement was given exactly one line of attention in Vodacom’s announcement of their results for the six months to September 2025.

“Separately, the Please Call Me matter has been settled by the parties out of court. Both parties are glad that finality has been reached in this regard.”

That’s it. So it ends, with barely a puff of dust.

If you dig into the detailed results, you’ll find more information in the “events after the reporting period” section. It’s mainly an historical summary though, with the company once again refusing to disclose the amount paid to settle it.

Vodacom made plenty of money in the six months to September 2025, so I remain convinced that they used a strong period as a great way to settle the matter and “hide” the pain in and amongst the good stuff. Corporates do this kind of thing all the time. The difference here is that it was such a high profile issue.

For the interim period, revenue growth was 10.9% as reported and 12.1% on a normalised basis, which adjusts for forex moves among other things. The similarity between these numbers explains exactly why the telcos are doing so well at the moment: currencies in Africa have stabilised thanks mainly to dollar weakness, which means that the excellent local currency growth actually means something for investors from other countries (including South Africa).

This revenue growth was strong enough to boost operating profit by 25.5% as reported, while HEPS jumped by a juicy 32.3%. The total dividend per share “only” increased by 15.8% – a mid-teens outcome that investors would’ve scarcely believed possible a year ago.

Free cash flow has swung sharply positive, coming in at R2.7 billion vs. an outflow of over R1 billion in the comparable period.

MTN (JSE: MTN) may have gotten all the prior attention around Africa, but Vodacom is making big moves on the continent. Egypt now contributes 26.8% to group revenue and that business achieved local currency growth of 42.3% in revenue in this period, so Vodacom will be desperately hoping for ongoing stability in the exchange rates to maximise this high growth. Safaricom is also achieving strong growth in Kenya, with M-Pesa as Africa’s largest mobile money platform. Vodacom has also taken other steps like implementing an infrastructure sharing partnership with Airtel Africa across several African markets.

In South Africa, service revenue increased by only 2.2%. This is a mature market, which is why Vodacom fought so hard for approval for the 30% stake in Maziv (the fibre deal with Remgro (JSE:REM) on the other side).

In an environment of reasonably stable African currencies, telcos become growth assets. The risk is that they are so exposed to macro factors that are way outside of their control.


Nibbles:

  • Director dealings:
    • Marshall Monteagle (JSE: MMP) raised $10.7 million in a rights offer that was not underwritten and that allowed for excess applications. 89.81% of the offer was spoken for through normal subscriptions, with the rest achieved through excess applications. It looks like the CEO was responsible for roughly $7.9 million of the raise, hence I’m including this with the director dealings.
    • An executive director of Impala Platinum (JSE: IMP) sold shares worth R17.6 million.
    • A prescribed officer of Standard Bank (JSE: SBK) sold shares worth R5.2 million.
    • A director of a major subsidiary of Woolworths (JSE: WHL) sold shares worth R3.1 million.
    • An associate of the CEO of KAP (JSE: KAP) bought shares worth R610k. It’s good to see more skin in the game.
    • A director of Visual International (JSE: VIS) participated in the bookbuild to the value of R530k. Also, an employee of the company’s Designated Advisor bought shares via the bookbuild for R10k. And no, I still can’t find a working website.
    • A director of Afrimat (JSE: AFT) and his associate bought shares worth R320k.
  • The JSE (JSE: JSE) – yes, the company that owns the exchange is listed on its own product – announced that the Competition Commission has referred it to the Competition Tribunal for prosecution. Ouch! This relates to a complaint by A2X alleging exclusionary conduct around the broker dealer accounting (BDA) system and matched principal (MP) trade type. The Commission is seeking an amendment to the JSE’s rules, as well as a potential administrative penalty. Although the JSE strongly denies the allegations, the share price fell 3.4% in response to the news.
  • On an otherwise busy day of news, I’ll just mention Powerfleet’s (JSE: PWR) interim results down here. Revenue was up 42% and the group emerged from an operating loss into an operating profit, so that’s obviously very helpful. They are still making a large headline loss though, albeit 40% smaller than it used to be. Adjusted EBITDA, the lifeblood of technology and platform businesses with offshore listings, increased by 59%. The share price closed 14.6% higher on the day, but on much lower volumes than usual (and volumes are already low on an average day).
  • Supermarket Income REIT (JSE: SRI) has completed £40.9 million of acquisitions at an average net initial yield of 6.4%. This includes a Tesco centre in Northern Ireland for £25.6 million and a portfolio of 10 Sainsbury’s convenience stores for £15.3 million. This is the fund’s first investment in convenience grocery. The underlying leases in all cases are triple-net leases with inflation-linked increases, which tells you that the fund tries to follow a lower risk strategy. Following the acquisitions, the loan-to-value ratio will be 36%.
  • Hulamin (JSE: HLM) renewed the cautionary announcement for the potential disposal of Hulamin Extrusions. The buyer is getting some final stuff out of the way before making a formal offer. Having said that, there’s still no guarantee whatsoever of an offer being made.
  • African Rainbow Minerals (JSE: ARI) noted that the directors of Assmang (a joint venture with Assore) are figuring out the dividend to be paid by Assmang to shareholders. Assmang’s mandate is to maximise dividends and the company had R3.6 billion in cash as at June 2025, so African Rainbow Minerals is obviously pushing for something juicy here.
  • Goldrush (JSE: GRSP) released a trading statement that has a percentage move that is of no help. This is because the company moved from investment entity accounting to producing consolidated accounts, which means that HEPS isn’t comparable at all. Instead of focusing on the huge year-on-year move, it’s more sensible to just look at the likely range for the interim period of between 7 cents and 7.30 cents. I must note that this seems low, so waiting for the detailed release of financials will be important.
  • Tharisa (JSE: THA) announced that the bondholders of Karo Mining voted to extend the maturity date of the existing notes by three years to 1 December 2028, with the reward for noteholders being that the interest rate has moved higher from 9.5% to 11%. There’s also a fee of 2.6% being paid by Karo to Tharisa as the guarantor, although there’s more of a financial structuring thing within the group.
  • Africa Bitcoin Corporation (JSE: BAC) invested a further R1.2 million in bitcoin. They now have bitcoin worth a total of R5.8 million. Aggregated with all other acquisitions over the past 12 months, this was actually a category 2 transaction! I’m just happy to see that more of the capital that was raised has actually gone into bitcoin, as was the mandate from investors.
  • Southern Palladium (JSE: SDL) had planned to change its name to Southern Platinum. Major shareholder feedback on this intention was negative, so the company has listened to shareholders and withdrawn the change of name resolution from the AGM. The reason is that the company has a recognisable name, having been listed since 2022. Not throwing away brand equity unnecessarily sounds sensible to me.
  • Shuka Minerals (JSE: SKA) is clutching at straws on SENS, although I do feel sorry for the position they seem to be in. They’ve released yet another announcement about the funding from Gathoni Muchai Investments that has experienced so many delays. This time, they expect payment of $350k “in the coming days” – certainly not the first time we’ve heard something along these lines. They need to settle the acquisition consideration for Leopard Exploration and Mining by the end of November.
  • If you’re following Heriot REIT in detail (JSE: HET), then you’ll want to be aware that the company has released the circular to shareholders dealing with the conditional share plan for management and employees. It requires a shareholder vote to be approved.

PODCAST: MTBPS 2025 | Gold’s fiscal glow

Listen to the podcast here:

South Africa’s economic story is balancing between risk and resolve, discipline and delivery. As the country prepares for its first Mid-Term Budget Policy Statement (MTBPS) under a coalition government, National Treasury faces a difficult equation: stabilise debt, restore credibility and still find space for growth. In this episode of No Ordinary Wednesday, Jeremy Maggs is joined by Investec’s Annabel Bishop, Tertia Jacobs, and Osa Mazwai to unpack the policy choices shaping the 2025 mini budget.

We explore:·

  • Why fiscal consolidation remains the cornerstone of market confidence
  • How a commodity windfall and better tax receipts are buying Treasury time
  • The debate over lowering the inflation target and what it means for growth
  • And whether South Africa’s improving structural reforms can finally lift potential GDP

Hosted by seasoned broadcaster, Jeremy Maggs, the No Ordinary Wednesday podcast unpacks the latest economic, business and political news in South Africa, with an all-star cast of investment and wealth managers, economists and financial planners from Investec. Listen in every second Wednesday for an in-depth look at what’s moving markets, shaping the economy, and changing the game for your wallet and your business.

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Also on Apple Podcasts, Spotify and YouTube:

Ghost Bites (ASP Isotopes | ISA Holdings | Sephaku | The Foschini Group)

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Subsidiary of ASP Isotopes (Quantum Leap Energy) raises $64.3 million – including from Trump family members (JSE: ISO)

Given the underlying strategy and importance of the US, this is big

ASP Isotopes continues to keep SENS busy with interesting announcements. The group is moving quickly in markets like the US and the UK, with subsidiary Quantum Leap Energy living up to its name.

The latest from the company is that Quantum Leap Energy has raised $64.3 million through the issuance of convertible notes, which are debt instruments that can become equity later on. This is common in unlisted companies, with one of the conversion triggers being an IPO or future equity financing. Quantum Leap Energy is being prepared for a future separate listing.

But here’s the really interesting part: the leading external investor in the offering was American Ventures LLC, with capital contributions from Eric Trump and Donald Trump Jr. If your current strategy is to offer products to the US and UK that are matters of national security, then you better be on the right side of the current chief. It seems that they are getting that right!


If ISA Holdings ends up being acquired, they will be going out on good numbers (JSE: ISA)

The group is (mostly) growing

ISA Holdings released results for the six months to August 2025. These have come soon after a cautionary announcement regarding a non-binding expression of interest for a possible deal that would see an unnamed acquirer take a controlling stake and delist the company. There’s no guarantee of this turning into a firm intention announcement, hence the need for caution.

Potential deals aside, the underlying numbers are mostly very good. Turnover grew by 52%, albeit boosted by some lumpy, lower-margin projects. This is why the company’s measure of gross profit was up by 20%, with margins down from 55% to 43%.

Thankfully, operating expenses were up just 7%, so profit after tax from the company’s operations was up by 41%.

But there’s a catch: group HEPS increased by 11%, which is much lower than any of the other juicy growth rates. The problem is Dataproof, an equity-accounted investment where the income is recognised on the income statement in the gap between operating profit and group profit after tax. The share of profits from Dataproof fell by 31%. No dividend was declared by Dataproof as management needs to implement initiatives there to address the slide.

Despite the lack of cash flow from Dataproof, ISA’s cash and cash equivalents were up 17%. This allowed them to declare an interim dividend to shareholders of 9.4 cents per share – a rather incredible 100% payout ratio based on diluted HEPS!

I can see why this is an interesting takeout target. Now we wait and see whether a deal actually materialises.


Sephaku Holdings is growing, but SepCem has swung into losses (JSE: SEP)

The cement game is all about regional exposure

Cement is a difficult and expensive thing to move around, so the industry tends to be quite regionalised. In other words, there are manufacturing facilities across the country that supply customers within a reasonable radius. As we know, the level of investment in infrastructure varies dramatically across the country, so some players are doing well and others are floundering.

It gets even trickier once you add in the impact of imports. It’s amazing to me that it’s economically difficult to justify moving locally manufactured cement across the country, yet imports are able to compete on price!

This is important context when looking at the results for Sephaku Holdings for the six months to September. The groups consists of two major operations: Métier and SepCem.

Métier is the key, being the larger business and also the one that Sephaku controls. That also happens to be where the positive story can be found, with profit after tax up by a spectacular 52% to R55.5 million. This was driven by an improvement in EBITDA margin from 11.2% to 14.8%.

Before you get too excited, SepCem suffered a net loss after tax of R31.3 million for the six months to June 2025 (the reporting calendars are slightly different, as SepCem is a subsidiary of Dangote Cement). Sephaku’s 36% share of that loss is R11.3 million, an ugly swing from the share of profits of R1.5 million in the base period. Unlike at Métier, EBITDA margin went the wrong way with a decline from 11.3% to 9.8%.

My understanding is that SepCem has more exposure to the provinces in the north of the country, including North West and Mpumalanga in addition to Gauteng, which explains why volumes are under pressure. In contrast, Métier is more of a KZN and Gauteng play.

At group level, HEPS was up by 5%. It’s in the green, but would’ve been much better if not for SepCem.


The Foschini Group’s share price has halved this year (JSE: TFG)

And no, this isn’t because of online gambling

The Foschini Group’s share price shed another 6.4% on Friday after the release of results for the six months to September. Before the Capital Markets Day on 7 August, it was trading at around R120 per share. It’s now below R85.

The more management talks to the market, the worse it gets.

When you cast your eye over group sales growth of 12.7%, you’ll immediately be confused. Why would the share price be behaving this way in response to low-teens growth? The clue lies in the growth of just 3.5% excluding the acquisition of White Stuff. Once you peel away the layer of that acquisition, you find a very weak organic growth story (for the most part).

One of the highlights remains Bash, with TFG Africa’s online sales up 40.2%. They are capable of doing well at TFG when they focus on something. The problem is that they are spread far too thin and aren’t doing anything about it, choosing to do more acquisitions rather than fixing and optimising what they already have.

With gross margin down 20 basis points, operating profit fell 9.9%. HEPS was down by 21.3%. The interim dividend is down 18.8%. It’s bad, but the share price dropping 50% year-to-date tells you that the market sentiment is even worse than the numbers.

If we dig deeper, we find TFG Africa with sales growth of 5.3% and a contribution to group sales of 65.3%. The group included an entire slide in the investor presentation about online gambling and the risk this poses to the business. Given the uninspiring performance, I’m cynical about this argument based on the obvious incentive for the business to attribute the performance to external factors. Pepkor (JSE: PPH) released a trading statement with strong numbers recently, so let’s wait and see if they raise any concerns around online gambling and the impact on sales. They have far less of an incentive to find a scapegoat.

TFG’s market share in South Africa was up 30 basis points in womenswear and 10 basis points in kidswear. They shed 90 basis points in menswear. Are the men all gambling, or are they simply buying elsewhere? The market share stats suggest the latter.

The funny thing is that TFG Africa isn’t the biggest issue in the group. They certainly aren’t doing well, but they aren’t falling out of the sky rapidly. TFG London could only grow sales by 0.7% in local currency if you exclude White Stuff. TFG Australia saw sales decline by 0.5%. With TFG London and TFG Australia contributing 20.3% and 14.4% of group sales respectively, they simply cannot afford to be doing so badly in the offshore businesses.

One of the bright spots, as we’ve also seen at Woolworths (JSE: WHL), is in the Beauty category. They achieved 23.6% sales growth in Beauty at TFG Africa. Sadly, it’s only 3.4% of local sales. Homeware with 9.3% growth also deserves a mention, contributing 15% to local sales. Clothing is 70.8% of TFG Africa and only grew by 4.2%, so therein lies the biggest issue.

The biggest worry for investors is that this muted sales growth came at the cost of a 90 basis point decline in gross margin in TFG Africa. They had higher markdowns than expected, which means either a poor assortment or a weaker than expected trading environment. Again, it’s easier to blame the latter than the former. This margin decline took TFG Africa’s EBIT down by 9.7%. That’s an ugly number after the bullish outlook that the company delivered at the Capital Markets Day (an outlook that the market didn’t really believe anyway).

All of this looks absolutely wonderful in comparison to TFG Australia, where weak sales and inflation drove an 18.4% decline in segmental EBIT. TFG London may have grown EBIT by 9.1%, but this is including White Stuff’s earnings and before the impact of the finance costs incurred for that acquisition.

The year-to-date performance has been horrible across all the apparel retailers, as evidenced by this chart:

I have a position in Mr Price (JSE: MRP) that I entered a few months ago at just over R203 per share. My view is that it’s the baby thrown out with the bathwater in the sector. The position is flat currently, which works for me. I’m certainly hoping that Mr Price’s performance is closer in nature to that of Pepkor rather than TFG or, heaven forbid, Truworths (JSE: TRU).


Nibbles:

  • Director dealings:
    • The Chief Investment Officer of Quilter (JSE: QLT) sold shares worth R2.5 million.
  • Barloworld (JSE: BAW) announced that the offeror consortium has reached a stake of 94.1% if you include all related and concert parties, or 70.8% if you only look at their SPV. It’s hard to see how the company won’t end up being delisted.
  • Delta Property Fund (JSE: DLT) sold their shares in Grit Real Estate for roughly R18.5 million. The buyer is Peresec Prime Brokers, which almost certainly means the buyer is actually one of Peresec’s clients. This represents 3% of Grit’s shares.
  • If you’re following Powerfleet (JSE: PWR) in detail, then you’ll want to know that the company’s debt facilities with RMB have been amended. There are two facilities, each with a principal amount of $42.5 million. One of the facilities has been extended by 12 months to March 2028. There are also some amendments to covenants and other terms. Generally speaking, companies enjoy having longer-dated debt that gives them more flexibility, so extensions are usually welcome.
  • Astoria (JSE: ARA) continues to hedge the movements in its own share price, entering into a CFD trade over shares worth around R73k.
  • At the Truworths (JSE: TRU) AGM, the resolution related to the remuneration policy was voted against by holders of 36.82% of shares represented at the meeting. Now, whilst there are many investors who vote against these things as a matter of policy to force subsequent engagement (hence I almost always ignore this outcome at company AGMs), this is one company where far more votes should be against the current state of play. Company performance is poor and director remuneration is high. This vote is enough to make the company at least engage with investors based on the recommendations in King IV. Will anything meaningful come of it? Probably not.
  • Numeral (JSE: XII), one of the most obscure companies on the market with a very difficult past that included disastrous acquisitions and an entirely new board to sort out the mess, released updated listing particulars. This helps investors understand what is actually going on at the company. The group has made various recent healthcare acquisitions, building on the success in recovering at least a 50% interest in the Cryo-Save business after it was improperly transferred out of the group. Like I said, a difficult past! The company intends to raise up to R100 million through a capital raise, of which R34.5 million has been locked in via the capitalisation of a loan from a shareholder. This is a penny stock with a market cap of R25 million, so this planned capital raise is almost certainly going to dilute existing shareholders severely (I suspect they will raise at R0.01 per share, as the stock is currently at R0.02 per share). Let’s wait and see what the details look like. At least the company seems to actually have a future!

Holy chaos: a history of papal misadventures

The papacy may claim divine authority, but its history often reads like a medieval fever dream. Power struggles, murder plots, and moral scandals played out beneath the frescoes of Rome, turning spiritual leadership into something closer to a soap opera.

For all its divine ceremony and centuries of solemn tradition, the papacy has never been immune to the far less heavenly forces of ambition, ego, and human folly. Behind the gilded altars and Latin benedictions lies a history that’s equal parts faith and farce.

Over the centuries, popes have inspired miracles, shaped empires, and occasionally lost the plot entirely. So, let’s take a brief, incense-scented stroll through the Vatican’s more chaotic chapters – a highlight reel of pontiffs who turned the keys of Saint Peter into props in one of history’s longest-running dramas.

The pope who put a corpse on trial  

Pope Stephen VI holds the kind of legacy that makes The Exorcist seem tame. His claim to infamy was the “Cadaver Synod”, an event that reads like the world’s worst courtroom drama.  

In 897AD, Stephen decided that his predecessor, Pope Formosus, should be tried for alleged crimes against the church. There was the small logistical issue of Pope Formosus being dead and buried, but Stephen didn’t let that stop him – he simply ordered that his rival be exhumed. The corpse was dressed in papal robes, propped up on a throne, and interrogated in front of an (understandably) horrified clergy.

Naturally, the late Formosus did not mount a spirited defence, even with Stephen shouting a barrage of questions at him. The court declared Formosus guilty, stripped him of his vestments, and mutilated his remains by cutting off the three fingers on his right hand that he had once used to bless the faithful. His acts and appointments were annulled under damnatio memoriae, effectively erasing his papacy from the record. Finally, his desecrated corpse was thrown into the Tiber River, where a monk later retrieved it.

Historians generally agree that Stephen’s macabre stunt was less about theology and more about politics. Roman noble families had been using popes like pawns for years, and Stephen was simply the latest piece in their game. Unfortunately for him, public revulsion was swift, and within months, he was deposed, imprisoned, and strangled.

As cautionary tales go, “don’t put your predecessor’s corpse on trial” remains solid advice.

When three popes were two too many  

If you think church politics today are complicated, spare a thought for the late 14th century, when Europe had not one, not two, but three popes, each of which thought the others should (quite literally) go to hell.  

It began in 1378 with the death of Pope Gregory XI. His passing left the papal seat open and tensions high. The cardinals elected Urban VI, a man described with medieval tact as “temperamental, suspicious, and reformist”. Unsurprisingly, these qualities did not make him universally popular.  

Soon, a faction of cardinals packed their robes and fled Rome, electing their own pope in protest: Robert of Geneva, who became Clement VII and set up shop in Avignon. Thus began the Western Schism, a theological custody battle that split the Church and Europe along political lines.

But the story didn’t end there. In 1409, the Council of Pisa convened to settle the matter of who was the “real” pope. Instead, it somehow managed to make things worse by introducing a third claimant, Alexander V, in Northern Italy. The result was three popes, three papal courts, three entourages of loyalists and one deeply confused Christendom.

Each pope excommunicated the others, effectively dooming all of them to hell by their own hand. It was the medieval equivalent of a divine slap fight, with every participant insisting they were the true heir to Saint Peter while declaring the others heretics.

This ecclesiastical farce dragged on until 1417, when after eight years of wrangling, the Council of Constance finally elected Pope Martin V. His appointment ended the schism and restored (some) unity to the Church.

The teenage pope who treated the Vatican like a nightclub  

We all do dumb things when we’re teenagers, which is why most of us aren’t elected to lead churches when we’re young. So in the case of Pope John XII, you have to wonder who was more at fault – the 18-year-old pope, or the people who put him in charge. 

Elected in 955AD, he was a teenager in charge of the world’s largest religious institution and he behaved accordingly. By most accounts, he turned the Lateran Palace into a venue for gambling, adultery, and what one chronicler described as “a brothel in every sense but pricing structure”.  

Even his contemporaries were appalled. Emperor Otto of Saxony once wrote to him, “Everyone accuses you, Holiness, of homicide, perjury, sacrilege, and incest with your relatives, including two of your sisters”. John XII’s end came in the most on-brand way possible: he was beaten to death by the husband of a woman he was caught sleeping with. The moral here is that divine protection, apparently, does not extend to jealous spouses.  

The boomerang pope 

If you think Pope John XII was too young to hold a position of power, then wait until you hear about Benedict IX.  

Installed as pope around the age of twelve (twelve!), Benedict’s papacy was less “spiritual leadership” and more “reality show with murder subplots”. His contemporaries described him as “a demon from hell”, which, while harsh, seems proportionate given Benedict’s reign quickly became notorious for its depravity. Contemporary accounts accused him of theft, adultery, murder, sodomy, and even bestiality. The reformer Peter Damian, in his Liber Gomorrhianus, described the young pontiff as a man whose vices would “make the angels blush”.

His time on the papal throne was as unstable as his reputation. He was briefly forced out of Rome in 1036, only to return with the backing of Emperor Conrad II. In 1044, his debauchery again provoked rebellion, and he fled while his rival, Sylvester III, claimed the papacy. A few months later, Benedict marched back into the city, ousted Sylvester, and resumed his seat only to decide, soon after, that he’d rather get married.

In 1045, he struck a remarkable deal with his godfather, the devout priest John Gratian: in exchange for a payment to “reimburse election expenses”, Benedict would resign and hand over the papacy. Gratian agreed, becoming Pope Gregory VI and making Benedict IX the only man in history to sell the papacy.

But he wasn’t finished yet. Regretting the sale, he returned once more, reclaiming Rome and calling himself pope again, while both Gregory VI and Sylvester III continued to press their claims. The chaos grew so severe that Emperor Henry III was begged to intervene. At the Council of Sutri in 1046, Benedict and Sylvester were deposed, Gregory was persuaded to resign, and a new German pope, Clement II, was appointed.

Even then, Benedict refused to quit. When Clement died in 1047, Benedict seized the Lateran Palace and declared himself pope for a third time – the only person in history ever to do so – before being finally expelled by German forces the following year.

By the end of his scandal-ridden career, the papal throne had changed hands so often it might as well have been fitted with a revolving door. If the Church had a “most dramatic” award, Benedict IX would have won it three times running.

The pope who tried to exorcise Hitler  

Fast-forward to the 20th century, and you might think the papacy had outgrown its flair for the bizarre. Then comes Pope Pius XII – remembered by some for his wartime diplomacy, and by others for the truly extraordinary rumour that he attempted a long-distance exorcism on Adolf Hitler.

According to Vatican documents declassified in 2006, Pius XII tried to banish the devil from Hitler’s soul from the quiet of his private chapel. Father Gabriele Amorth, the Vatican’s chief exorcist for over twenty years, later confirmed the story, adding (with the weary authority of experience) that exorcisms don’t work remotely, and certainly not without the possessed party’s consent.

If true, it’s one of the odder moments in papal history: the head of the Catholic Church effectively trying to Zoom-call the devil out of Hitler. It didn’t work (clearly), but as wartime strategies go, it’s hard to top for sheer theological audacity.

A conclave of contradictions  

The enduring fascination with centuries of papal misadventures lies in the paradox at the heart of power. The pope, after all, is meant to be the vicar of Christ on earth, but the men who have worn the tiara have been as gloriously flawed, fallible, and occasionally unhinged as the rest of us.  

For every saint, there’s a schemer. For every reformer, a rogue. And for every devout theologian, at least one man who thought, “You know what this papacy needs? A corpse on trial”.  

Holiness, it seems, has always existed uncomfortably close to human nature – and that’s precisely what makes it such an enduringly good story.  

About the author: Dominique Olivier

Dominique Olivier is the founder of human.writer, where she uses her love of storytelling and ideation to help brands solve problems.

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. She now also writes a regular column for Daily Maverick.

Dominique can be reached on LinkedIn here.

Ghost Bites (Lesaka Technologies | Motus | Purple Group | SA Corporate Real Estate | Sappi | Sibanye-Stillwater | Transpaco | Truworths | Vodacom)

A solid start to the year for Lesaka Technologies (JSE: LSK)

They’ve kicked off FY26 with positive operating income

Lesaka Technologies is a rare breed on the local market. This is a fintech play that uses terms like “adjusted EBITDA” and throws out growth rates close to 100%, yet the net profits aren’t where they need to be yet. This is because the group is scaling rapidly, so the earnings profile is more akin to a startup than the mature, dividend-paying companies that South Africans are so used to.

Before I jump into the latest earnings, I want to highlight the excellent podcast that I recorded with Executive Chairman Ali Mazanderani after the release of earnings. We focused on the strategy, not the latest numbers, so it gives you great insights into the long-term view at the company. To understand what they are building and how they think, you should check it out here.

Back to the numbers. For the quarter, the group posted solid growth in net revenue of 45%. Merchant Segment net revenue was up 43% and Consumer Segment revenue was up 43%. The Enterprise Segment is the smallest area of the group and looks set to stay that way for now at least, with net revenue growth of 19%. It’s not bad when your slowest growing segment is up 19%!

Adjusted EBITDA is very important to look at, as this is where they are charging up the J-curve (although the sector is more of an S-curve long-term). Adjusted EBITDA jumped 61% and was in line with guidance. The Merchant Segment was up 20%, the Consumer Segment increased 43% and the Enterprise Segment was up a delightful 241%. That Enterprise Segment may be slower on revenue growth, but the economic profile is juicy indeed.

The first quarter has been strong enough for the group to affirm the FY26 guidance. Importantly, this guidance excludes the Bank Zero acquisition, as the timing of regulatory approvals is uncertain.

They still have a long way to go in scaling this thing. The headline loss was $3.7 million for the quarter, an improvement vs. the loss of $4.6 million in the comparable period.

There’s a lot of attention on the fintech sector at the moment. Lesaka has struggled to get much love from the market this year, with the share price down 22% year-to-date. They will need a strong combination of organic and inorganic growth to get risk-averse South African investors to believe in the story. But if they get it right, one day people might look back and wonder how they missed it.


Motus has highlighted ongoing strength in new car sales in South Africa (JSE: MTH)

The influx of affordable models is making a huge difference

The car industry is absolutely fascinating at the moment. After a period of strong outperformance thanks to its used car model and brand agnostic approach, WeBuyCars (JSE: WBC) experienced a significant slowdown in the recent numbers (I look forward to understanding the detailed results when they come out later this month, as I’m a shareholder there). Conversely, CMH (JSE: CMH) and Motus have enjoyed an acceleration thanks to a shift in demand towards new vehicles, specifically affordable ones.

At the AGM, Motus gave us some more commentary to work with, as they released a short update on trading conditions in the first quarter of the new financial year. The South African new vehicle market is doing so well that new vehicle market guidance has now been revised higher for the 2025 calendar year. Importantly, Motus is performing in line with the broader market, which means they have a decent spread of brands across their offering.

The UK market is struggling in heavy commercial vehicles (down 14% for the quarter), but passenger cars are up 6% and showing signs of life. In Australia, new vehicles were up 4%. Guess what? That’s right – Chinese cars are starting to make progress in Australia. Motus is performing in line with the market in the UK, but is slipping in Australia and needs to make changes to the brand representation in the dealer network.

Interestingly (especially in the context of the WeBuyCars performance), Motus notes that pre-owned vehicles in South Africa achieved both volume and margin growth. Performance in used vehicles is stable in the UK and positive in Australia.

The aftermarket parts business in South Africa increased volumes and margins despite a weaker overall environment. There’s also growth in that area of the UK market.

Looking at the other segments, it seems as though performance was decent in the workshops, vehicle rental and mobility solutions businesses.

It’s a good start to the year for Motus, with the share price having gone to hell and back this year thanks to tariffs and then a recovery in car sales:


A short and sweet trading statement from Purple Group (JSE: PPE)

But oh so sweet!

Regular readers may recall that I’m long Purple. I waited and waited, avoiding the silly prices during the pandemic. When the rights offer at 81 cents per share was successfully concluded in 2023, that was a sign for me to start really paying attention to finding an entry point.

Things got worse before they got better. I found it interesting that nobody swooped in to acquire Purple Group at a depressed price, with Sanlam (JSE: SLM) as the obvious choice given their stake in EasyEquities.

Eventually, we reached a point where the underlying financials seemed odd in the context of the share price – and in a good way. Purple Group had built a solid annuity revenue base and all the growth flywheels were spinning beautifully, but the market had lost interest. That’s a golden opportunity.

I checked on my EasyEquities app (how poetic) while writing this, confirming that my average in-price is R1.06 per share. With Purple now trading at R2.32, my patience was certainly rewarded.

The trading statement for the year ended August only increases my enthusiasm for their J-curve. HEPS is expected to increase by between 133% and 153%!

Of course, this didn’t stop people from commenting that the mid-point of guidance is a P/E of 54x. Sure, and what does the two-year forward P/E look like if the earnings keep growing at these rates up the J-curve?

I remain happily long.


SA Corporate Real Estate sells R514 million worth of properties (JSE: SAC)

They have taken the step to reduce single-tenant risk

SA Corporate Real Estate doesn’t mind owning industrial property. But they do mind owning property that has too much risk of vacancies, emanating specifically from exposure to a single tenant across multiple buildings. For that reason, the fund is selling two properties on Yaldwyn Road in Jet Park that have the same tenant across all the buildings.

To make it worse, the tenant advised that it was vacating the properties at the expiry of the current lease in September 2027.

Now, just because the current tenant is leaving doesn’t mean that the properties lose their value. They just need to find the right owner. JAM Trust is paying SA Corporate Real Estate R514 million for the properties. For context, they were independently valued at the end of June 2025 at R515.8 million.

If you use the net property income for the six months to June 2025 and just double it as a quick-and-dirty calc, you get to an annual yield of 8.8%. They’ve sold it at a decent price, especially since we know that the tenant is leaving.


Sappi is having a very tough time at the moment (JSE: SAP)

Earnings are suffering and there’s too much debt

Sappi has released results for the quarter ended September 2025, bringing an end to a year that they will want to forget as quickly as possible. Zooming out is the right place to start, with a drop in full-year revenue of 1% and a 27% decrease in adjusted EBITDA. They swung from profit of $33 million to a loss of $177 million for the year, while net debt ballooned by 35% to $1.9 billion. Ouch.

I’m afraid that the fourth quarter is anything but good news, with a loss of $194 million that took the annual numbers into the red. Market conditions are terrible for Sappi at the moment, driving poor results and negative valuation moves in the underlying forestry assets.

The only real highlight this year was the completion of the Somerset Mill PM2 conversion, although the short-term impact has actually been negative as they are now depreciating the asset in a weak demand environment. In other words, they’ve thrown a shiny new toy into a dark hole. The hole is winning.

The higher debt levels are certainly a concern, with the leverage ratio close to the debt covenant of 4x. The bankers have given the company some headroom for the next 12 months, but it shows that Sappi has taken big chances with their capex and now finds themselves in an ugly part of the cycle with an even uglier balance sheet.

The dividend is suspended and they are pulling back on capex. There are hard times ahead, with maintenance shuts scheduled for the first quarter of the new financial year. This will put even more pressure on earnings, with adjusted EBITDA for the first quarter of 2026 expected to be below the fourth quarter of 2025.

Is this only a near-term issue? Maybe, maybe not. There are plenty of structural concerns in this market. Sappi is perhaps best-suited to those who are bored of sports betting and would like to gamble on the market instead.


Gold and PGM exposure is doing the things for Sibanye-Stillwater – at last! (JSE: SSW)

The earnings show why the share price has nearly tripled this year

Sibanye-Stillwater broke many hearts on the way down in the post-pandemic era. It’s also broken the hearts of those who sold too early, as the recent rally has been exceptional. I sold out at around R41 (the first time the rally this year faltered), so I missed the subsequent surge:

The reason for the rally is pretty simple, really: gold and PGMs are doing much better than before. Gold is a helpful contributor at Sibanye, but PGMs are the key. SA PGMs saw adjusted EBITDA increased by 213% year-on-year, while US PGMs were up more than 100% (if you include the S45X10 credits that will phase out in several years’ time). SA gold increased 177%.

In the June quarter, the gold business in South Africa actually generated more EBITDA than the SA PGM business (R3 billion vs. R2.25 billion). In the September quarter, PGMs jumped into the lead with just under R5 billion in EBITDA vs. gold at R3.7 billion. The swings in this sector are violent, which is exactly why the share price behaves the way it does.

Every dog has its day. In this environment, this dog is having the kind of day that starts with a trip to the park and follows it up with a gigantic bone and a custom-made cake of doggy biscuits.


Transpaco is acquiring Premier Plastics for R128 million (JSE: TPC)

This looks like a classic bolt-on acquisition

Transpaco has announced the acquisition of Premier Plastics, a retail plastic carrier bag manufacturer focused on Gauteng and the inland regions. They have a manufacturing facility in Tshwane and they also own a recycling business that supplies the raw materials for the production of bags (including by third party customers).

This ties in perfectly with the rest of the Transpaco business model, so this is a great example of a bolt-on acquisition: a deal to bring more of the same into the group.

The net assets are valued at R98.6 million and Transpaco is paying R128 million for the business (subject to some adjustments). Net profit after tax for the year ended June was R16.8 million, so the purchase price (pre-adjustments) is a Price/Earnings multiple of 7.6x.

That seems rather high to be honest, particularly with Transpaco currently trading on 6.6x. I also don’t see any indication of the payments being spread over time and subject to profit warranties. Strategically this deal might make sense, but the financial structuring looks too basic for my liking.

There are various conditions to be met, including Competition Commission. Given the overlap in the businesses, that’s not a slam-dunk. It’s a category 2 transaction, so shareholders won’t be asked to vote on it.


Truworths continues to go backwards locally (JSE: TRU)

The SA performance has offset the growth in Office UK

Truworths released a business update for the 18 weeks to 2 November. As we’ve become accustomed to, the performance in South Africa is incredibly poor. Truworths Africa saw sales drop by 4%, a shocking result in the context of better discretionary spending visible across the economy.

The announcement just seems to gloss over this issue, with a throwaway comment that: “Several strategic initiatives have been initiated to reposition Truworths Africa for the future” – what exactly does that mean?

Office UK is doing all the work, with sales up 6%. This was enough to offset the drop in Truworths Africa, leading to flat sales year-on-year.

Although the announcement doesn’t give an indication of earnings in this period, it’s going to be pretty hard for this sales performance to translate into a happy outcome for shareholders. One of the mitigating factors is that gross margin has moved higher in Truworths Africa due to the extent of promotional activity in the base period when they were clearing stock.

Despite the fact that the business model is clearly broken, Truworths Africa expects trading space to increase by 1% for the 2026 financial year. After all, if you have a problem, isn’t it sensible to just turn it into a bigger problem? Not.

At least the trading space expansion of 10% to 12% in Office UK makes sense, as that business seems to be doing well.

The share price is down 44% year-to-date and there’s no indication of management doing anything significant about it. A complete shake-up at Truworths is so overdue, yet nothing ever happens. It just shows you how utterly pointless corporate boards actually are, with all these non-executive directors sitting around and just watching the value plummet into oblivion while management gets away with weak performance and sky-high remuneration.


A revised trading statement from Vodacom gives an idea of the Please Call Me settlement (JSE: VOD)

It looks to be roughly R540 million

In the aftermath of the release of the first trading statement for the six months to September 2025, Vodacom agreed to settle the Please Call Me dispute with Kenneth Makate. This has led to the release of a further trading statement, with the differential primarily attributed to that settlement.

As I wrote earlier this week, my suspicion is that Vodacom used a strong period to just get this out of the way. They initially expected HEPS to be up by between 40% and 45%. It will now be up by between 30% and 40%. If you go back 12 months, shareholders would’ve happily signed up for 30% – 40% growth and the end of the Please Call Me overhang.

This means that the mid-point of guidance has fallen from 503 cents to 476.5 cents. The Please Call Me settlement is an impact of roughly 26.5 cents per share, or around R540 million.


Nibbles:

  • Director dealings:
    • The CFO of Spear REIT (JSE: SEA) bought shares worth R231k.
    • The CEO of Vunani (JSE: VUN) bought shares worth R6k.
  • With Libstar (JSE: LBR) trading under cautionary announcement regarding a potential offer coming through, it’s relevant to note that there’s been a major reshuffling of the chairs on the register. It appears that private equity shareholder Actis did some moving around of its ~41% stake to make it possible for Ribbon Ventures to acquire a 34.90% stake from Actis. That’s just underneath the mandatory offer threshold. It’s not clear to me who Ribbon Ventures Limited is, but I think we can safely speculate that they are firmly in the running to make an offer for all of Libstar.
  • FirstRand (JSE: FSR) is still dealing with the considerable headache of the proposed redress scheme in the UK motor finance industry. Essentially, the regulators on that side got very angry about the commission practices in vehicle finance and put forward a proposed solution that goes way beyond what FirstRand anticipated (or believes is fair). The lawyers will be hashing this one out for a while still. This creates an overhang for FirstRand, as the jury is out on whether the current provision is sufficient. FirstRand has noted that there’s a higher likelihood of the provision needing to be increased, but they aren’t doing it until the redress process is finalised.
  • Not that I thought there was any chance of shareholders not approving the deal, but it’s still good to see confirmation by Accelerate Property Fund (JSE: APF) that shareholders gave a strong approval to the disposal of Portside. This is an absolutely critical step in fixing the balance sheet.
  • MTN Uganda adds its name to the MTN (JSE: MTN) African subsidiaries that have been doing so well recently. This isn’t a surprise though, as Uganda has been one of the most dependable subsidiaries in the group. It’s just small in the overall group context, so it can’t get the same attention as e.g. MTN Nigeria. For the nine months year-to-date, revenue is up 13.8% and EBITDA climbed 18.5%, so margin expanded by 220 basis points to 53.9%. If we look at just the third quarter, revenue was up 15.2% and EBITDA 19.9%, with margin at 54.2%. Although Uganda isn’t without some of the usual African risks (like regulators who might hurt the business), the macroeconomic picture is solid and MTN is taking advantage. Medium-term guidance has been maintained as upper teens service revenue growth and stable EBITDA margin.
  • It looks like Europa Metals (JSE: EUZ) might spring back to life as a listed company, having found a suitable asset as an acquisition target. Marula Africa Mining Holdings has assets in Kenya, Tanzania, Burundi and South Africa that will be reverse listed into Europa Metals. These are battery and critical metal projects, including lithium, manganese, copper and even rare earths. Due to this being a reverse takeover, they will have to submit all the required listing docs to the London Stock Exchange to get the AIM listing sorted out (it is currently suspended from trading). Although there are a lot of hoops to jump through, this is effectively another new listing on the JSE!
  • NEPI Rockcastle (JSE: NRP) announced that Marek Noetzel, currently the COO, will take the CEO role with effect from April 2026. Noetzel has been the COO since June 2022. Outgoing CEO Rudiger Dany had a four-year mandate and has achieved a great deal in that time period.
  • Montauk Renewables (JSE: MKR), the company with the laziest SENS strategy on the market (they just point to the SEC filings and that’s it), released results for the quarter ended September 2025. Revenue is down 31% year-on-year and earnings fell by 67%. At least they made a profit this quarter, taking the nine-month view to a small loss per share.
  • Sable Exploration and Mining (JSE: SXM) has withdrawn the cautionary related to the agreement being put in place with Daemaneng. This isn’t because the deal is off, but rather because it doesn’t seem to be categorisable after consultation with the JSE.

Ghost Stories #81: Lesaka Technologies – disrupting through distribution to build a fintech giant

Lesaka Technologies is among the most interesting companies listed on the JSE. With a growth strategy that is grounded firmly in the belief that Southern Africa offers one of the most exciting opportunities in the world today, Lesaka is executing from a tried-and-tested playbook of disruption in the fintech space.

To explain the opportunity and how Lesaka’s business model is built to win, Executive Chairman Ali Mazanderani joined me on this podcast. He brings deep experience in building multi-billion dollar platforms around the world.

In Ali’s own words, “A lot of the best innovation happens with constraint, not with largesse.” Get ready for fantastic insights into building platforms in Africa, with Lesaka as a homegrown example that can be accessed on the JSE. To learn more about Lesaka, you can visit their website here.

This podcast has been sponsored by Lesaka Technologies. As always, I was given an opportunity to dig into the strategy and ask my own questions in my quest to learn more. You must always do your own research and speak to a financial advisor before making any decision to invest. This podcast should not be seen as an investment recommendation or an endorsement.

Listen to the podcast here:

Transcript:

The Finance Ghost: Welcome to this episode of the Ghost Stories podcast. I’m so grateful for what I get to do for a living because I get to meet such interesting people, genuine movers and shakers in the world of business who are growing really impressive platforms and things that are actually making a difference in the economy around us every day. 

Today is certainly no different, with some results hot off the press that you’ll be able to read about in Ghost Bites, although that’s not actually what we’re going to be covering today – I’ll elaborate on that shortly. Today, I’m grateful to be able to welcome Ali Mazanderani. He’s the Executive Chairman of Lesaka Technologies. What an interesting business – big platform play, lots of fintech, lots of attention in this space. 

Ali, thank you so much. I know you are a Ghost Mail reader (which I’m always excited about) and you’ve made time today to come and speak to the Ghost Mail audience about Lesaka’s strategy, which is wonderful. Thank you for being here and I’m so looking forward to this chat with you.

Ali Mazanderani: Thank you very much. It’s a delight to be here.

The Finance Ghost: All right, so let’s jump into it because there’s a lot going on, right? We’ve seen a lot of activity in the fintech space – not just internationally, but on the local market as well. Lesaka was in the press this week for selling down the stake in Cell C. I saw that announcement come out. There’s been a lot of other stuff going on. There’s obviously all the stuff around Bank Zero. 

We’re going to dive into all of this on this podcast to really understand the strategy. That’s what I wanted to get out the way up front, is for the listeners to understand what we’re doing on this podcast. We’re not doing a dive into the latest quarterly numbers. We’re not going to try and unpick note whatever of the financial statements – you can go and do that if you’re interested, I’ll cover that in Ghost Bites

Instead, what we’re doing here is we’re taking advantage of the opportunity to chat to Ali to understand what is actually going on at the group, what the big dreams look like, and so much of the positioning and the themes that are driving this – that’s where I’d like to start. 

Lesaka had an Investor Day earlier this year and I looked at the slides. There was this wonderful statement in there that Southern Africa is among the most attractive fintech opportunities in the world. 

You also said there, Ali, that Southern Africa is positioned to be the next Brazil. Now I’ve looked at your profile. I know you spent some time working in Brazil and you’ve got a lot of experience working in emerging markets. What an exciting thing to be able to say about the place that I’ve always lived in – Southern Africa. I’m very passionate about this region of the world and it’s lovely to hear it spoken of in that way.

What are the conditions about this market that make you feel this way, that get you so excited about the opportunity right here in Southern Africa?

Ali Mazanderani: So I think that there’s plenty of parallels between our region and Brazil. And the markets that Lesaka addresses today are of a similar population. The South African environment is, from an economic perspective, a close corollary of Brazil. It’s just about a quarter or a fifth of the size, depending on the specificity of the area that you’re looking at. 

But the reason why I drew the comparison (and to be honest, the comparison could have been drawn to pretty much any scale emerging market) is because I think a lot of the investor community and a lot of the market analysis that happens in South Africa has missed the context of what’s gone on in the rest of the world. 

My perspective is that, while I cannot always predict the velocity of travel, it’s actually very easy to pick the trajectory because the story has been uniform. Whether that story is in Brazil, Egypt, India, Southeast Asia, or indeed in the United States or the UK. 

I’ll try to summarise it for you. Basically, the dynamic is that the last 20 years has seen a revolution in the digitisation of commerce – a revolution that is still in the very early stages. I think we’re at the beginning of that S-curve. 

And in the Southern African environment, the majority of transactions that happen at point-of-sale are still happening in cash. This is an extraordinary situation to be in, especially in a country that has one of the highest cash-handling costs in the world because of the crime. 

When you look at the dynamics of what has pioneered the digitisation of other countries, it’s typically been from non-traditional fintech participants that may not have existed 20 years ago. Just doing a quick wrap around the world, starting with Brazil as you mentioned – the most valuable company in the financial services industry there is not Itaú or one of the traditional banks – it’s Nubank, an insurgent neobank. And the scale of the non-traditional bank ecosystem there is probably quite close to the size of the banking ecosystem now. 

You have businesses like Bankinter, you have a merchant-acquiring business like StoneCo (which I was a material investor and on the board of for a long time). You have PagSeguro, you have EBANX, you have dLocal – businesses which have created, collectively, more than $100 billion of market value. 

And the story is the same if we go to the UK, where the value of Revolut is more than the value of Barclays, NatWest, or Lloyds. And on the acceptance side, you also have a collection of insurgents – including the business I co-founded in Europe, Teya. But there’s an equivalency whereby the collective market cap of the fintech insurgents is probably close to an equivalency of the traditional banking ecosystem. 

And for those who are skeptical and they say, “Well it can’t happen in, for example, the African environment.” Well in Egypt, Fawry is a business which, probably, only CIB has a larger market cap than now. It’s amongst the largest businesses in Egypt, and again it’s a business that didn’t exist 20 years ago. 

The reason that this dynamic happens here and everywhere, to be honest – if you wanted to bore yourself we could go around almost every country – we could talk about Kazakhstan and Kaspi, or any of the other markets, and then you relay that to the South African environment and you quickly realize that that’s not the case. Even though there’s been quite a lot of noise – quite a lot of conversation (as there should be) around financial innovation here. Even with more high profile businesses (like, for example, the emergence of Lesaka and the recent listing of Optasia), it’s still a tiny fraction of the market cap of the traditional banking markets. As opposed to the sort of 50% that I mentioned there, it’s sort of closer to 1% or 2%. 

And the dynamics that created those changes in the rest of the world were really threefold. The first one was that there was a disruption in the distribution, in different forms. The second one was that the incumbents had legacy technology, which prohibited the ability to engage effectively. And the third one was they had misaligned interests. They were usually protecting existing profit pools. The decision-making power within those organizations was about what was, not about what should be. So, it creates a huge challenge and only the bravest and those with the longest time horizon are capable of reinventing themselves. And those dynamics are prevalent in the South African market. 

If you ask me, “Why has it not happened in South Africa?” I’d say, “Well, it has started to happen.” When I was last living in the country, I was working at FirstRand and almost no volumes at point-of-sale existed outside of the banking ecosystem. Today it’s about 10%. So there is an evolution. There were no fintech businesses of scale. Now there are at least a few, albeit relatively small. 

But I think the reason is the collection of capital, talent and focus – and an enabling regulatory environment. The regulatory environment is improving to create that capability. Capital has historically not looked at South Africa as a growth equity environment. It’s probably been global capital that has been faster to recognise that opportunity than South African capital. And then you need to have a requisite critical mass of capable people exerting their energy and their time against it, but the ingredients are all there.

The train has well and truly left the station, it’s really just a question of how fast it’s going to go.

The Finance Ghost: Oh, there’s so much good stuff in there. That’s such a masterclass in understanding how to assess the growth conditions in emerging markets and also just how disruption happens. I want to touch on a couple of words you mentioned there. 

Fintech insurgents: I love that, it’s absolutely right. You mentioned how they win – distribution disruption, legacy technology – the opportunity to obviously put in place brand spanking new stuff and do things differently. They’re not dealing with these big legacy businesses really, these big behemoths, that they can’t turn around. They can kind of dart around and do some cool stuff. 

And then misaligned interest: That’s such a great point. It is that corporate management thing – “Let me defend my profit pool as I have it today.” 

These are all the conditions that allow startups to come in and actually do really well. The point is how much can those startups scale? And historically that’s been the issue, certainly in the South African market. That’s why our VC industry here is actually so weak compared to what you see overseas – because the potential for loss is there (you know, the losing 30%, 40%, 50% of a fund), but we don’t see much of the “Oh, this could grow into Uber” that they have in the US with the rest of their money. So it’s great to see areas where that is happening, and fintech is clearly one of them. 

You referenced neobanks there – that’s still a term that a lot of South Africans won’t be familiar with. As I understand it, that basically means an online-only bank, right? No physical location.

Ali Mazanderani: No, it could well have physical locations. So I would reference a neobank as being one that has not evolved out of the technology of the 1980s. Usually it’s a business that has an automated onboarding process, but the automated onboarding process does not necessarily mean that there’s not a physical presence. I think this is quite an important distinction, because I don’t believe that the insurgent neobanks of the future (in the African context) are not going to have human touchpoints, and there’s specific conditions associated with that. 

The thing that I would say is that you need to be able to operate at a different level of efficiency from a transaction processing cost perspective in order to succeed. So I’m not sure if there’s a single distinction around a neobank, but by definition I would consider any bank that’s built its technology in the last five to ten years to be one.

The Finance Ghost: Okay, interesting. See, I’m learning all the time here, as is everyone listening to this, which is excellent.

You mentioned earlier that we could bore ourselves talking about all these countries around the world. I think you mentioned Kazakhstan – so interesting. I’ve got a good friend who knows a lot about that market and who looks at it all the time, so there are some voices in South Africa who are looking at these global case studies for disruption, etc. 

I guess everyone in South Africa just reverts to the example of Capitec, who disrupted all of the retail banks and has shown what’s possible – look at what South Africans are willing to pay as a valuation multiple for that business. Again, it shows South African capital might be somewhat risk-averse and quite loss-averse. Given where the country’s been for the last ten years, there’s this general browbeaten feeling among investors of like, “Oh, how big can something get?” But once it proves itself, it’s amazing how the taps just open and then people are very happy to pay big multiples for these kinds of stories. It’s cool to see more and more of this on the JSE.

Ali Mazanderani: I think it’s wonderful and the Capitec story is a fantastic story. There are other fantastic stories of businesses that have been built effectively in South Africa. The one observation I would make, though, is that that’s not a business that disrupted either distribution or technology. That’s a business that operated more efficiently in a sleepy profit pool, so there’s a material distinction – because it’s operating out of a branch network with traditional banking infrastructure, it’s just efficient and effective.

And South African capital markets find it easier to extrapolate from a point. So typically the way that the view of market evolution works is the past is prologue. They don’t find it easy to register a technological inflection point. You may have all the necessary ingredients for a profound change – it may be, on balance of probability, much more likely that change is going to happen than a continuation of a norm – but the way that the mind works is: “This is the way it’s done. Let’s assume it carries on like this, and then let’s consider who’s best positioned in that context.” Rather than, “The rules of the game are about to change. Who’s best positioned to take advantage of that change?”

The Finance Ghost: “Sleepy profit pool” could be my new favorite term. Thank you for bringing that into my life, that is lovely. If you see that in Ghost Mail in years to come, you know where I got it from. Ali, that’s fantastic.

Let’s talk about the Lesaka profit pool then, which is the opposite of a sleepy profit pool. You’re going after, in some respects, a sleepy profit pool, but also just properly disrupting (as you say) – particularly in terms of distribution, which is one of the key ingredients for this.

So as I understand Lesaka Technologies: there’s the merchant division, the consumer division, and then there’s the enterprise division as well, which I think is a fair bit smaller than the others.

I just want to open the floor for you to walk us through the business model – just the very high-level Lesaka story, maybe dig into some of these verticals and why you have them. Give listeners an understanding so that if they wake up in the middle of the night and they need to think about what Lesaka is, they will now understand it going forward, and how it’s actually planning to make the big bucks.

Ali Mazanderani: So the three business units are, as you say, consumer, merchant and enterprise. The consumer business is, in effect, a neobank. We have 2 million active customers and we offer three main products: a transactional account product (so the main account linked to a card that you can use at point-of-sale or withdrawal from ATM), a short-term unsecured lending product, and an insurance product (which, in the Southern African context, is funeral insurance). 

In the merchant business we have five products. Merchant acquiring (this is the acceptance of card at point-of-sale), alternative digital payments (which is the provisioning of prepaid or bill payment-enablement at a point-of-sale – so if somebody wants to buy airtime or pay their traffic fine, as an example), and then the third one would be cash, where we provide vaults that digitise cash for merchants so that they can immediately have access to funds. The fourth one would be software provisioning. We’re one of the largest point-of-sale software players in the hospitality space (that’s basically the software that enables a restaurant or a coffee shop to run itself more effectively). And then the last one would be credit – we also provide merchant credit. 

Then in the enterprise space there are two major products: alternative digital payments and utility payments. I’ll touch on that a bit. 

Our merchant base is about 130,000 and our consumer base is about 2 million. Our enterprise business is in the hundreds of enterprises.

In terms of the specificity of the strategy (both in the consumer and the merchant business), it is the exact same rule book that I explained earlier around what disruptors do. Just to give you some context – I’ve either been a founder of, an investor in, or a material participant in the creation of seven billion-dollar-plus fintech businesses around the world in four continents. So it’s a fairly well traveled playbook that’s been successfully executed on, and I consider this an extension of that (with some local specificity) because markets are not that different – they’re not identical, but they certainly rhyme. 

In the case of those three disruptions, the first thing is we intend to disrupt distribution. And what is distinctive about that? The primary access of our business, both in the consumer business and in the merchant business, is not to have customers come to us. It’s not to say the customer is going to come into a branch or to say a customer is going to go into a retail outlet (which is also a strategy for some of the neobanks). It’s to say we will come to you. 

And, as a business, Lesaka has close to 4,000 employees, of which a material portion (almost half, I expect) are basically field force, engaged in that frontline activity of actually going to the customer. And that allows you to go to the places that others cannot reach. The reason that others don’t typically go there is because they don’t know how to make the unit economics work. And they don’t know how to make the unit economics work because they may not have the technology that allows it to be effective, but also because they try to sell a product. 

What differentiates us in the second degree is we’re not trying to sell a product. We’re trying to sell a collection of relationships. We’re trying to sell a situation in which, while we may be a digitally-first business, we have a human engagement and a human interaction that tries to focus on solving the needs of those customers. 

So let’s take the consumer as an example. A large portion of our consumers do not just have one product with us, right? So they’ll not just be having a transactional account, they’ll also be using us for the lending product. They may also be using us for an insurance product. This allows you (basically) to have differential unit economics – you can defray the costs of that distribution associated with it. 

And, unlike the competitors we have in those markets (people often talk about the competitive intensity) – I don’t think we have a competitor that offers those three products to that segment of customers, which is why (in the segment that we’ve been focusing on in the consumer space) we’re the fastest growing business in the country. 

And I think the performance of our consumer business represents that. It’s a business which, a couple of years ago, was bleeding a lot of money and it’s now a business that is extremely profitable and growing very nicely. You can see the consistency associated with that. And we have a long runway to go around it, because I think we’re only getting started in that segment. 

In the merchant space, the strategy is exactly the same. My intention is not just to sell merchant acquiring as a product and compete with a bunch of different players that are providing that. Most of my customers have more than one product (so, for example, they may well be utilising us for alternative digital payments). And then the ability to utilise the same infrastructure, the same point-of-sale, to do merchant acquiring creates best-in-class unit economics. 

There’s been a lot of talk, for example, around the informal sector and the attractiveness associated with that. But in order to make that market work, it’s not about price. People think that pricing is the principal access – it’s about far more than that. It’s also about creating the use cases for those customers to use a digital store of value in an ecosystem that is predominantly cash. 

So the important thing around our engagement with spaza shops is that we’ll allow them to use the money that they accept on a card payment to either purchase alternative digital products that they can sell to their customers (that is a revenue generating opportunity) or to pay their suppliers to remove cash from that ecosystem. And we have a network of suppliers that we contract with directly so that they don’t have to (if you’re a bread company or a milk company) basically have cash collections on a route in an area where the car is likely to get hijacked at the end of the road – or you’re likely to get cash leakage associated with it. So you’re solving an ecosystem problem. 

And when people make a comparison on the competitor set, well, it depends on what you’re talking about. We have competitors for each of the products we offer, but, as a suite of offering, actually not very much. There is no business that offers that range. There are some that cross two or three of the product offerings that we have. 

Now, in the case of our merchant business, the evolution of putting products together in a single proposition is earlier in the curve than the consumer business. We started on the consumer business close to three years ago, and then on the merchant business, we have bought products and are integrating into that whole, and we still have a little bit of a journey to go. However, I think that the existing configuration of what is there – and those people who are driving for it – is certainly very well-poised for growth. 

We will need to create less complexity around the product brand representation in the market to fully affect this outcome, and that’s a process that we’re going on. So, today our business operates under almost 15 brands. Each of those merchant products has a different brand – the software brand is GAAP, the point-of-sale business in the informal environment is Kazang, the point-of-sale business in the formal environment is Adumo, the cash and credit business has historically been branded as Connect. So there is an evolution there, but the strategic intent is absolutely clear. 

The logic of the enterprise business is basically that I don’t believe in a walled garden. I believe in trying to create a business that is indexed to what is best for society, where my energy and my efforts are not around trying to hold back the flood, but rather to get on the canoe and look forward to it. 

So when we build each of these businesses, we recognise that there are sometimes product dependencies that the market may not have given us the option to utilise. And for both unit economics and also customer experiences reasons, we need to have ourselves. So as an example (and these are typically technology products), I don’t want to have third-party dependencies where I can avoid it in something like transaction switching, which is such a core part of delivering a payments proposition. And that can be for a card payment, but it can also be for electricity and for prepaid stores of value. So our enterprise business basically is the repository of that product.

If (on our consumer app) a customer wants to buy airtime, they can use our enterprise business in order to do so. If, in our merchant environment, a merchant wants to provide the provisioning of prepaid airtime, again – they will be utilising our enterprise business to provide that. But the logic is to say, “Well, why should we just provide that content for our own distribution? Why don’t we make it available to the industry as a whole?” And that’s what we’ve done. 

So we have mobile network operators, retailers, banks, fintechs – all who use our content on alternative digital payments and bill payments and electricity on their own distribution. And they will white-label it. So for example, there’s a pretty good chance, if you are using your banking app to buy electricity or alternative digital payments (prepaid store of value), then the processing behind that may well sit with us. And we do it for the big banks in the country (who in some instances may be considered competitors), for the big retailers in the country, as well as for the telcos. And that allows us then to have a lower cost to serve for our own customers on our own distribution. So that’s the logic of it. 

And that business is now becoming quite relevant in the ecosystem. It’s not one that was visible before, but in the last quarter you would have seen the profitability materially increase and that will continue over the course of this year. 

And there’s one other thing about it that I think is quite important. As a business, we try to focus on the underserved arenas – underserved both in terms of consumers and merchants. And there are certain pockets of financial services that dynamic exists in, and one of them (we think) is electricity. So in addition to providing the transaction switching for that, in addition to providing the ability for consumers and merchants to utilise bill payments there, we also have a metering business where we go all the way down to the customer engagement.

The Finance Ghost: Ali, thanks. That’s a fantastic overview of such an interesting business. I want to ask you a question on each of consumer and merchant, and then I want to chat through some of the acquisitions that Lesaka has recently been up to. 

Let’s do consumer first. So that’s the transactional accounts, the unsecured lending, the insurance products – which, as you quite correctly say, is mainly funeral cover in South Africa. That’s just specifically where the demand is here. So growth flywheels there – obviously quite a few, but one of them as you said is the cross-selling – it’s improving your share of wallet from a particular customer. This improves the lifetime value of a customer, I would imagine, versus your cost of acquiring. 

I find it fascinating that roughly half of your employees are field force – so, getting out there, in-person distribution. Welcome to emerging markets! And in reality, when you look at low income South Africa, it’s almost a frontier market. I imagine it’s not that different to what you see elsewhere in Africa for example. South Africa is very much this tiered society where the needs at different tiers in society are very, very different. Some pieces of it look like the highest income places in the world and others are really comparable to the poorest frontier market. So, that’s super interesting. 

The question I wanted to ask you is: the improving profitability in that space – does that come from unit economics that get better over time? That’s the share-of-wallet point. Does the cost of acquiring get more efficient or is it mainly a scale thing? That you just reach a point where you have enough customers doing enough things that you’ve now covered the costs and are growing. It’s both, right?

Ali Mazanderani: It’s both.

The Finance Ghost: It almost always is, right?

Ali Mazanderani: There is an infrastructural component to what we’re doing – you have to put down the railroad, right? And the cost of putting down the railroad exists independent of how many trains there are. But once you have the railroad in situ, the marginal economics of every additional train that’s going on is going to improve the dynamic, so you have to get above the threshold. 

And one of the things I loved about the positioning of Lesaka was that it’s extremely irregular to have a growth equity insurgent fintech operating firstly with the capital market structure of being in a listed environment almost at birth. Secondly, we’re a business that’s delivered in our adjusted EPS more than 100% last year. We’re expecting to deliver more than 100% this year. So we’re setting ourselves to account for accretive profitable growth at a fairly substantive scale on the underlying – but we’re doing so while we’re very early in the evolution. It’s an interesting thing. It’s not something that I’d be challenged so much for in South Africa, but I was often challenged by people outside of South Africa as to say, “Why? Why are you holding that constraint? Why are you engaging with that?”

Well, firstly, there is a little bit of that expectation in the South African market – and being in a listed environment where multiples typically are adjudicated on an earnings basis, rather than on revenue or GP or other metrics. 

But the second reason outside of that is actually very good discipline. A lot of the best innovation happens with constraint, not with largesse. So you need to have sufficient degrees of freedom (in order to have your sandboxes and to have your moments of innovation), but at the same time, creating some discipline and constraint around the hygiene of those unit economics means you never tread too far from the path.

So yeah, there is huge scale. 

The scale is threefold. The first thing is you’re talking about the operational leverage of a specific business unit in the consumer business. You get that scale when you have more customers on board, when you have more cross-sell – that’s the revenue evolution story. 

But then you also get that scale because, ultimately, the efficiency of the field force representation improves – especially when you get critical mass in a specific node. Then your GP out of your revenue will increase. But then you also have the fixed infrastructure costs of your technology, which would also create the advantages of scale, so basically your technology platform will not require the same cost increase as your revenue. So you get improving GP margins, you get improving EBITDA margins. 

And then as a collective, as a group (and these dynamics are, by the way, the same in the consumer, merchant and enterprise business) we’ve also had to build a central platform. We have a NASDAQ listing, we have group costs associated with that. We have a central infrastructure that could accommodate a business much bigger than the business we’re in. So you’ll get operating leverage in that respect as well. Which is why I have the confidence I have that you can grow revenue at 20%–30%, you can grow EBITDA at 50%, and you can grow EPS at 100% – and you can do that for many years.

The Finance Ghost: Yeah, it’s pretty exciting, right? These are not the numbers that South African investors see very often on our market. And I personally have a great love of the few growth stories that we do have on the local market, of which Lesaka is one, so it’s great to dig in and understand it better. 

The thing I wanted to ask you on the merchant side is something I’ve seen from following the property sector in detail. Specifically the property funds that hold a lot of retail shopping centers – they seem to be doing really well by being relatively near your lower income areas, your commuter routes. It’s that informal-into-formal retail trend.

Now, what’s interesting is that this tells me that consumers are actually getting way more comfortable with transacting – not necessarily digitally because obviously they can transact in cash in those environments- but there’s a formalisation of that environment. And I guess the opportunity for Lesaka is – or one of them at least – is that the informal sector needs to respond to that. They can’t just ignore them, or they risk losing that sort of spaza shop-level business. 

Is that a fair comment? Because I always try to piece together what I’ve learned from different listed companies.

Ali Mazanderani: It’s certainly fair that the trajectory of travel in South Africa is towards digitisation, albeit at a pace that it should accelerate. And I think it’s absolutely fair to say that the arena that has the greatest growth potential is in – I’m going to not use the word informal and formal because I’m not 100% sure what it means – the peri-urban and underserviced areas of the country – because there is a big dislocate between urban city centres or affluent suburbs versus outlying areas. So that is completely true. 

And we do see the product that is growing the fastest (we think the TAM is the biggest associated within those five that we’re talking about in the merchant space) is today our merchant acquiring business, which is the digitisation of card payments at point-of-sale. 

However, things need to happen in the South African market for that to really reach its potential and that’s not going to happen on its own. With PayShap innovation, the market configuration, that’s a different conversation, but what really needs to happen is something else and I think Lesaka is at the forefront of that. 

If you’ll allow me a slight segue, in essence, we don’t have a chicken-and-egg problem on digitisation in South Africa. Almost every adult in this country has an electronic store of value – has a bank account. In our neobanking environment it’s mostly market-share shift, it’s not that somebody enters the arena for the first time. 

We do have a problem with acceptance. Only somewhere (depending on how you want to look at it) between 15% to 20% of merchants actually accept digital payment at the point-of-sale. The consequence of that is that customers have a bank account and more than 50% of deposit flows are withdrawn from an ATM or at a point-of-sale within a short duration of that. And it’s simply because there’s not the acceptance network there. 

But I don’t think you’re going to find the lack of that acceptance network in Sandton. I think what you’re going to find is that lack of acceptance network is in the transport environment – it will be in rural areas, in the local community spaza shop or hairdresser. It will be in a different configuration. The point is, well, who’s filling that gap? 

I think that gap is almost entirely being filled by the non-bank fintech disruptors, because it requires a different distribution strategy and it requires a different technology in order to affect in a cost-sustainable way.

The Finance Ghost: Ali, thanks. I’m learning a lot here about not just the business, but how you kind of view all of this. And I just love reading all these different companies and what they have to say and trying to piece together the story. Especially as someone who’s lived here in South Africa my whole life – such a fascinating country, honestly. 

Let’s move on then into how you are plugging some of the gaps and growing the broader platform and bringing in new things. Because obviously there’s the organic growth story which you’ve spoken to – and there’s a lot of excitement there. You’ve got a lot of flywheels there on how you can just get bigger and better all the time. But like so many growth companies, being open to acquisitions makes a lot of sense, because it takes a lot of time to get certain things off the ground and sometimes it’s better to just buy what someone else has built at the right time, at the right price, right? 

So the one big example is obviously Bank Zero. That’s a transaction that got a lot of attention for you this year. I think let’s maybe get to that after just understanding your broader acquisition strategy. So when you sort of take this top-down view, how do you think about when you should acquire something, when you should allow it to just build over time, and when you start it? And then we can get into Bank Zero as a perfect example.

Ali Mazanderani: So we gave ourselves a hygiene framework around acquisitions that we won’t do – acquisitions that are not going to be accretive. The consideration of accretive is ultimately on an earnings per share basis. So the first thing is it has to fit that framework for us. The second thing is it’s got to work within the strategic evolution that we have set out of building relationships with consumers and merchants by effectively evolving the product offering that we deliver to those. 

And the question as to whether we’d build it ourselves versus buy it is around: “Do we have a business that is available to buy that fulfills the expectations of our customers, where we believe that we will be able to do so in a creative way?” Bank Zero met those expectations and it has product offerings that meet the expectations not just of our consumers, but also of merchants and of enterprises. 

I would say that there was also a lot of familiarity with the team. I was brought up in South Africa and, after coming back from the UK for a period, I worked at FirstRand. So I actually knew Michael and Yatin from then and also as a private equity investor – Michael was the chairman of a business that I was, as a private equity investor, majority shareholder of. So we worked together on what was in effect an African fintech buy-and-build that had a very successful outcome. There was a lot of familiarity in that construct.

One thing I would say as a slight correction of the articulation is I’m not sure that this was a deal in which Lesaka is buying Bank Zero. I actually think if you look at the dynamics of the deal, you could infer it as being one in which Bank Zero shareholders are buying into Lesaka’s story and vision. 90% of the proceeds of this is in equity in Lesaka.

And so really it’s around a recognition of what Lesaka is doing. That’s important because the thesis that I outlined that is so evident from the rest of the world is also evident within leaders in the financial services community in South Africa. It’s not just the Bank Zero team. The Lesaka executive includes a previous co-CEO of Investec plc, leaders within Standard bank and other banking groups in the country. So, in terms of the logic of the transaction for us and for them, it’s a little bit around that distribution conversation or at least the industrial logic. 

So what Bank Zero is – I think it’s the lowest-cost banking platform in the country and it has three things that I love. The first thing I love is, more than any of the others, it owns its own technology. There are degrees to which parties own their own technology, but fundamentally an enormous part of that bank is endogenously developed. The second thing is it’s extremely cost effective to run. I don’t think that there is any other platform that is as cost effective to run. And the third thing is it was evolved over the recent past so it had the ability to choose technology without the constraint of legacy. There’s a very experienced, very capable leadership team there which overwhelmingly came out of the FNB stable and that’s a very exciting place for us to build from. 

One of the challenges that they had is that it’s a fully – in your interpretation of Neobank, right? – digital onboarding, digital-only business that was bootstrapped from the start, so they didn’t take material third party capital. And I do believe that, in the South African environment, there are segments of the population which may engage with that. But for the most part you need a facilitation of human engagement. You can do digital onboarding. You can massively reduce the complexity, the cost, and the friction of onboarding and getting a customer up and running. Today we can issue an account to a customer at the point of engagement, but there are many instances in which human interaction is complementary to the digital process. 

And so what I think we provide for them is distribution not just in the consumer space, but also in the merchant space, which is a key area. So as I mentioned, you have a big salesforce. We have 130,000 merchants. We have 2 million customers. That’s a very attractive proposition, and I think they see the augmentation.

For us, we are not today regulated as a bank. We have an insurance company that is a subsidiary for our insurance business and we have a credit licence, we’ve got TPPP licences. But for our transactional account product, we have to have bank sponsorship, as do we have to have for the merchant acquiring proposition. That creates both dependencies and also cost leakage that we can avoid. 

In addition to that, I don’t think that there’s a clear understanding necessarily from third parties of our balance sheet. We have about R1.5 billion that we lend to merchants and consumers that is predominantly funded from bank lines and equity. Clearly, if we have a bank as a subsidiary of that business and the credit business was sitting within that bank, we would be able to substantively reduce our gross debt.

The Finance Ghost: Yeah, absolutely. There is a very interesting balance sheet play there. I was wondering about – there must be a background relationship. I know you were at FNB and obviously Michael Jordaan was running that thing at a very young age. So I figured that there was going to be some kind of background relationship there. And that makes absolute sense because you’re right – and thank you for pointing that out – it is an equity deal. So it is a big show of belief from the Bank Zero team in the Lesaka story combined with Bank Zero. And that’s an important point.

Michael Jordaan’s got a lot of experience with this stuff. He was involved in the Optasia listing as well. He certainly gets around from a fintech perspective. He’s a busy man. He’s also a Ghost Mail reader, which is quite cool. So he’ll probably listen to this, which is nice. Hello Michael, if you are listening to this!

It’s going to be very interesting to see what happens with this whole Bank Zero story. You’ve touched on so many ingredients there for a good transaction and a good relationship. You’ve spoken to the leadership there, you’ve spoken to the fact that they have their own technology, their own licence. So that theme is definitely coming through in the way you think about this, which is to say I don’t want to be too dependent on third parties. I want to make sure I’m in control of my story and bring that Lesaka distribution to the products effectively that you can bring into the ecosystem. It does make a lot of sense.

Ali Mazanderani: May I just say one thing around the third party dependency? I come at this with an Android, not an Apple mindset. Not a walled garden, an interoperable ecosystem. We want to make available what we have within our proposition – whether it be hopefully our banking business, or it be our enterprise utility bill payment ADP business – we want to make available our products to the market as a whole, to other parties. And I’m very happy also to partner and have third-party relationships. That’s not the consideration.

The consideration is those third-party relationships have to be robust such that we can deliver on our promises to our customers. If you don’t have the right level of support in that ecosystem, both from a technology and from a sustainable economics perspective, then it makes sense to evolve. But I don’t think that any business that has the breadth of ambitions that we have is not going to have a multitude of partnerships in order to be delivering effectively.

It’s just some of the core and critical functional areas – you need to make sure that you can be the change that you need to see.

The Finance Ghost: Yeah, absolutely. If you’re a delivery driver, you want to own your car. You don’t want to rely on Uber arriving every single time you press the button. It’ll arrive 99 times, but there will be that hundredth time when it doesn’t, and then life is going to go very badly for you. So it’s about owning the most important stuff.

I think let’s chat about some of the recent disposals as we start to bring this to a close. One of them was the disposal of MobiKwik that had a bit of a negative impact on the financials in the quarter when it happened and some negative charges.

I think what’s more important is to understand the strategy. You also sold off the Cell C stake as I understand it, based on news hot off the press from Blu Label this week. I’m less interested in the absolute specifics of these things – because it’s more about what you’re building – I’m interested in understanding just how you think high-level about these disposals and the assets you’ve got on the balance sheet.

Were they just clearly non-core? Is it legacy stuff? Just to help people understand where this stuff came from.

Ali Mazanderani: These were all investments – so my engagement with Lesaka started around 2020 with the VCP investment and I joined the board as a non-executive director. In February 2024, I took over as the executive chairman, so my proactive executive responsibility started about 18 months ago. But I had some involvement in the business before.

The business that we invested in and that I joined the board of had a bunch of legacy investments on the balance sheet. The strategy that we set out then was very clear, that we would in an orderly manner – in the manner that was going to hopefully provide the best outcomes for shareholders – divest of everything that was not core to the strategy that we’ve been discussing over the last few months. And to be honest these are two of the last assets in that configuration. There’s really not much else – very small pieces that are left over.

I think it’s helpful because it will remove noise on the balance sheet. What inevitably happens in these things in the case of the MobiKwik business is there was a value that was marked. We exited when the business IPO’d on the Indian Stock exchange and our lockup was over. That crystallised a negative balance sheet outcome. But it had no – I don’t think it had a negative impact on the business. On the contrary, the consequences of that was cash proceeds that could be utilised for our core objectives.

I think in the case of the Cell C business, I hope the IPO goes well, but our core business is not a mobile network operator. I think for us it’s just about trying to ensure that we can deliver fair value for our customers. We don’t know what the outcome of that is going to be because the deal that we signed and that is in the public domain has an underpin, meaning that the pricing registered there, the R50 million in the event of the IPO is a minimum value. It’s not the actual value proceeds – that will be contingent on what happens in the IPO.

The Finance Ghost: Yeah, absolutely. And probably also worth just mentioning that the Bank Zero deal is also going through regulatory approvals, right? It’s not closed yet. It’s still got to go through big regulatory stuff.

Ali Mazanderani: It is not closed yet. It is still going through regulatory approvals. We think that is going well and we have an expectation that it will complete by the end of this financial year. But ultimately, as you say, we are in the hands of regulatory approval.

The Finance Ghost: Fantastic, Ali. Time does fly when we’re having fun and I’ve had a lot of fun on this, so thank you. I think we probably need to close it there because we’ve covered a lot of excellent stuff. Thank you so much for your time today.

To the listeners, I would encourage you to go and do your research obviously on Lesaka. Nothing you’re hearing here is an endorsement from me per se. It’s really just bringing someone like Ali to you to talk about Lesaka and because Lesaka values the Ghost Mail audience and wants you to understand their story.

So go and read, go and read and read and read. You can never read enough. Go and do the research. Go and decide for yourself if Lesaka is something that you are interested in.

Personally, I’m just so excited to see more of these fintech growth stories starting to emerge on the JSE. It really does make our market more interesting and it does feel like it’s been a good year for the JSE. Obviously Lesaka has been on the market for some time, but the point is that the story is really just coming into its own now – scaling, interesting numbers coming out, non-core assets out the way, doing some big transactions.

It’s an exciting time to be you, Ali. Although you’ve done a lot of this in your life, so I guess it probably feels like you’ve been there, done that!

All the best with this. I hope that we’ll be able to do another one of these at some point. I’d love to keep the audience updated on what Lesaka is up to. All the best. And thank you for your time.

Ali Mazanderani: Thank you very much. I enjoyed it. Thanks a lot.

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

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African Infrastructure Investment Managers (AIIM), a subsidiary within the Old Mutual Group, is to acquire a 70% stake in Port Elizabeth Cold Storage through its temperature-controlled logistics platform, Commercial Cold Holdings. The investment is funded by AIIM’s African Infrastructure Investment Fund 4 and the IDEAS Managed Fund. The acquisition adds c.15,000 pallet positions to the platform, expanding its national footprint by 10%, and strengthening its position as the largest cold storage platform on the continent. Financial details were not disclosed.

Europa Metals has announced the proposed acquisition of Marula Mining subsidiary Marula Africa Mining and its near-term in production assets in Kenya, Tanzania, Burundi and South Africa in exchange for shares in Europa at a ratio of 9 new shares in Europa for one share in Marula Africa. If the deal is successful, the transaction will constitute a reverse takeover. Europa will need to apply for re-admission of its shares to the AIM market of the London Stock Exchange. The costs of undertaking the proposed deal will be funded by Marula and is expected to generate cash flow and strengthen Europa’s position in the critical minerals sector, aligning with the global demand for electric vehicles and renewable energy materials.

Exxaro Resources has completed the disposal of Exxaro FerroAlloys to a consortium led by EverSeed Energy, through its wholly owned subsidiary EverSeed Metal Powders for a total consideration of R250 million, payable in cash on closing. Post the transaction, the domestic producer of ferrosilicon will be owned by EverSeed (60%), a 100% black-owned investor and operator in the resources and energy sectors, FerroAlloys Management (30%) and the FerroAlloys ESOP (10%). The deal became effective on 31 October 2025.

Transpaco is to acquire Premier Plastics, a manufacturer and supplier of retail plastic carrier bags to major retailers across south Africa, for a cash consideration of R128 million. The facility located in Tshwane produces bags from both virgin and recycled raw materials. Premier owns Polyethylene Recoveries which operates as a recycler of various plastic materials and a supplier of recycled High- and Low-Density Polyethylene polymer raw materials.

In June Kore Potash indicated it needed to find a suitable contract operator solution and a strategic partner with the appropriate potash mining and processing experience. Kore has received non-binding approaches from two parties with the view to exploring the opportunity to acquire an equity stake in the company. Advisers have been appointed though there is no guarantee that a deal will be signed. Shareholders have been cautioned as the company is now considered to be in an offer period.

The Board of Ethos Capital has received a non-binding offer from an unamed South African institution to acquire the residual assets which the offeror values at R626 million, reflecting a discount of 29% to the net asset value (NAV) of these assets of R881 million. Since listing Ethos has received with proceeds of R1,3 billion from the disposal of 15 assets. Over the past three years, with conclusion of the unbundling of the Brait ordinary shares, the Optasia sell down, and the proposed unbundling of the Brait Exchangeable Bonds, Ethos is in a position to return capital to shareholders and wind down the company in the short to medium term. A sale of the residual assets would leave the Optasia stake as the only remaining asset, the stake of which would be monetarised over time after the six-month lock up post the Optasia listing. Shareholders would receive the following proceeds – R4.11 per Ethos share for the Optasia stake plus R0.74 for the unbundled Exchangeable Bonds, cash of R2.45 per share from the disposal of the residual assets and an implied distribution of R1.14 per Ethos share from the proceeds of the Optasia share sale – implying an NAV of R8.44 per Ethos share – a premium to the share price pre-announcement.

Putprop’s 85.27% owned subsidiary Pilot Peridot Investments 1 has concluded an agreement to dispose of a specific portion of land known as Summit Place in Menlyn, Pretoria to Veritas 1000 for an amount of R26,5 million. The proceeds of the disposal will be applied to reduce debt and for investment income-producing properties. The disposal is classified as a Category 2 transaction.

Pepkor has concluded the acquisition of the businesses from Retailability announced in March this year. the Legit, Swagga, Style and Boardmans businesses were acquired for an aggregate R1,7 billion, representing 1.7% of Pepkor’s current market capitalisation.

Weekly corporate finance activity by SA exchange-listed companies

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Visual International has received applications as a result of its bookbuild process for the issue of 85,281,513 shares at a discounted issue price of 2 cents per share. The R1,71 million raised will be used to assist with the company’s working capital requirements.

Last week Africa Bitcoin announced the results of its capital raise, placing 368,598 ordinary shares at an issue price of R11.00 raising R4,05 million. The funds have been used in part to fund the acquisition of 1.5000 BTC for an aggregate cash consideration of R2,77 million. The company now holds 2,51164 BTC with an aggregate acquisition value of R4,59 million.

In terms of its Dividend Reinvestment Plan (DRIP) Hammerson has, on behalf of shareholders electing this option, purchased 156,713 shares in the market at an average price of £2.98 per share and 144,346 shares in the local market at an average price of R69.49 per share.

Further details on the proposed listing of Cell C were released. The listing will be accompanied by an offer to qualified investors by way of a private placement of existing shares by The Prepaid Company (TPC), a subsidiary of Cell C’s largest shareholder Blu Label Unlimited, to raise R7,7 billion. This includes a R500 million overallotment option. Up to R2,4 billion worth of shares will be allocated to a black empowerment vehicle. Following the flip-up, TPC will transfer shares to Cell C executives resulting in management collectively holding 4.5% of the company. The proceeds raised will be allocated towards settling certain of TPC’s interest-bearing borrowings and other debt obligations. The offer and listing will provide Cell C with access to capital markets, to support and develop further growth of the company and to finance acquisitions and investments in businesses, technologies, services, products, software, intellectual property rights, spectrum and other assets.

Suspended Wesizwe Platinum has advised that the publication of the interim financial statements for the six months ended 30 June 2025 has been deferred. The delay arises from the late finalisation of the annual financial statements for the year ended 31 December 2024, released in September, which was impacted by the reported cyber breach. The company expects the release of its interims by 31 January 2026.

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 7,200,000 shares at an average price per share of £3.62 for an aggregate £26,05 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 354,085 shares were repurchased for an aggregate cost of A$1,12 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 215,400 shares were repurchased at an average price per share of £3.69 for an aggregate £795,686.

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 592,853 shares at an average price of £39.95 per share for an aggregate £23,62 million.

During the period 27 to 31 October 2025, Prosus repurchased a further 1,017,081 Prosus shares for an aggregate €61,83 million and Naspers, a further 377,261 Naspers shares for a total consideration of R475,58 million.

Two companies issued a profit warning this week: Oceana and enX.

Five companies issued or withdrew a cautionary notice: ISA Holdings, EPE Capital, ArcelorMittal South Africa, Kore Potash and Sable Exploration and Mining.

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

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Anda, an Angolan company focused on inclusive and sustainable urban mobility, has successfully closed a €3 million funding round that included BREEGA, Speedinvest, Double Feather Partners, and 4DX Ventures — with investors from France, Austria, Japan, and the United States.

BIO – the Belgian Investment Company for Developing Countries has announced the close of an investment in LIMBUA. Financial terms were not announced. LIMBUA is a German-Kenyan macadamia nuts supplier and producer. In cooperation with more than 9,000 Kenyan smallholders, they produce macadamia nuts, macadamia oil, avocado oil and dried mangos for the trade.

African Development Bank has approved a US$14,54 million financing package to support the Garneton North 20 megawatt solar project, in Zambia’s Copperbelt Province. When operational, the project will provide 82,000 people with clean, reliable electricity and eliminate 58,740 tons of CO2 emissions per annum.

ElectriFI, the EU-funded Electrification Financing Initiative managed by EDFI Management Company, has announced a €2,5 million equity investment in Sawa Energy, a growing renewable energy company operating in Uganda and Rwanda. The investment, allocated through the Uganda Country Window of ElectriFI, aims to catalyse the expansion of solar photovoltaic and Backup Energy Storage Solutions for commercial and industrial clients across Uganda.

In Boucraa, Morocco, Phosboucraa which mines, processes and markets phosphate rock and, soon customised fertilizers, has announced it has raised MAD2 billion in financing from Caisse de Dépôt et de Gastion to support the company’s investment programme in the Southern Provinces.

WildyNess, a Tunisian B2B2C traveltech startup, closed its pre-seed round co-led by Bridging Angels and the African Diaspora Network for an undisclosed value. Founded by engineers Achraf Aouadi and Rym Bourguiba, WildyNess uses its B2B2C model to empower tourism micro-entrepreneurs. The raised capital will be used to fuel regional expansion into Algeria, Saudi Arabia, Oman, and the UAE, as well as to strengthen its technology platform.

Farm to Feed, a Kenyan agritech startup that connects smallholder farmers to businesses that need reliable and traceable produce, has closed a US$1,5 million seed funding round to scale its operations across Kenya and into regional markets in Africa. The investment includes $1,27 million in equity and $230,000 in non-dilutive funding from the DeveloPPP Ventures programme. The $1,27 million equity round was led by Delta40 Venture Studio, with participation from DRK Foundation, Catalyst Fund, Holocene, Marula Square, 54Co, Levare Ventures, and Mercy Corps Ventures.

Beltone Venture Capital has announced its exit from Cathedis, a Moroccan logistics and last-mile e-commerce delivery company that provides services like pickup, warehousing, and delivery for online retailers. The exit saw Beltone achieve a 100% IRR, marking its third successful exit since inception in 2023.

Chari, a Moroccan B2B e-commerce startup, has raised an undisclosed amount from DisrupTech Ventures, an Egypt-based early-stage venture capital firm, as part of its Series A extension round. Chari allows traditional store owners to order and receive fast-moving consumer goods directly from distributors. The YC–backed company has onboarded more than 20,000 small retailers across Morocco, Tunisia, and Côte d’Ivoire.

Europa Metals announced the signing of a heads of terms regarding the proposed acquisition of Marula Africa Mining Holdings and its near-term in production assets in Kenya, Tanzania, Burundi and South Africa in exchange for shares in Europa at a ratio of 9 new shares in Europa for one share in Marula Africa.

The Public Interest puzzle: South Africa’s merger control balancing act

South Africa’s competition law regime has never confined itself to market dynamics alone. Since its inception, the Competition Act 89 of 1998 (as amended) (the Act) has recognised that market outcomes cannot be divorced from the country’s historical realities and developmental priorities. In line with this, South Africa’s merger control framework has long since integrated a transformational public interest approach – placing it amongst a small group of jurisdictions globally to do so.

Yet, as the country sharpens its focus on transformation – with the Competition Commission of South Africa’s (the Commission) latest iteration of their Revised Public Interest Guidelines Relating to Merger Control, published in March of 2024 (the Revised Public Interest Guidelines), codifying a more proactive enforcement stance – the spotlight intensifies on the balancing act required. Whilst laudable in intent, there is a growing debate as to whether the evolving public interest regime may inadvertently chill investment and hinder economic growth – particularly where legal certainty and global competitiveness are at stake.

Merger control in South Africa is governed by a two-limbed test under section 12A of the Act:

  1. Competition assessment: Will the merger substantially prevent or lessen competition in any market?
  2. Public Interest assessment: Regardless of the competition assessment outcome, can the merger be justified on substantial public interest grounds?

A 2019 amendment to the Act, through the insertion of section 12A(1A), reconfigured the assessment to be performed by the Commission – clarifying that these limbs are not hierarchical in nature, but rather, parallel. Thus, a merger that raises no competition concerns may still be prohibited or heavily conditioned if it poses a substantial public interest risk.

If a particular transaction does not pose any competitive or economic risks to any market – but may have a substantially adverse effect on public interest in the country, it may make sense for such a transaction to be prohibited – or at least have conditions imposed that are ameliorative to the negative effects caused. However, the Commission’s interpretation of what constitutes a ‘substantial public interest ground’ is where the dissention lies.

While the Revised Public Interest Guidelines deal with each of the individual public interest grounds listed under section 12A(3) of the Act – the most notable interpretive expansion pertains to the Commission’s evaluation of section 12A(3)(e), which refers to the promotion of a greater spread of ownership, particularly regarding the increase of the levels of ownership by historically disadvantaged persons (HDP) and workers in firms in the market.

In this regard, the Commission has unequivocally stated that it views this provision as a strictly positive obligation – meaning that every notifiable merger, regardless of size or structure, is expected to contribute to ownership transformation. This marks a fundamental shift from the previous approach, where HDP ownership dilution was only assessed if it was merger-specific and material.

For instance, under the Revised Public Interest Guidelines, a proposed transaction could pose no competition risks, have a positive effect on employment, and result in various pro-competitive market efficiencies. However, if the proposed transaction does not bring about an actual accretion of HDP ownership, the Commission will view this as a substantial public interest ground and call for the imposition of corrective merger conditions to curtail the perceived negative effect of the transaction – and even, the possible prohibition of the merger. This would apply even in circumstances where a proposed transaction has a completely neutral effect on HDP ownership levels.

Further, in a more recent development, the Commission appears to have adopted a revised public interest stance concerning retrenchments. In the event that any retrenchments take place within a 24-month window prior to a transaction, the Commission will consider these retrenchments as merger-specific and treat them as if they form part of the proposed transaction. This approach stems from two recent matters which were heard before the Competition Tribunal: Amandlamanzi Resources // Mylotex [Case No. LM144JAN25] and Novus Holdings // Mustek [Case No. LM145JAN25].

Once again, this places a heightened burden on the merger parties when vying for a transaction’s approval, as the Commission will adhere to the view outlined above even in circumstances where the retrenchments took place before the proposed transaction was even contemplated.

The rationale for prioritising ownership transformation and employment stability is clear: South Africa faces staggering inequality and unemployment, which markets alone have failed to address. But as public interest considerations gain prominence in merger control, concerns about legal certainty and investment sentiment are mounting.

Foreign investors, particularly those accustomed to purely competition-based merger reviews, may be deterred by the prospect of post-approval ownership restructuring, protracted negotiations with regulators, and the imposition of burdensome merger conditions that render transactions economically unviable.

This is a particular concern with large, multi-jurisdictional deals where the South African merger approval process threatens to scupper the entire global transaction. Under these circumstances, international firms often consider ringfencing the country so that it is excluded from the deal, or in some cases, complete local divestiture. The net effect of this is that South Africa is excluded from the global economy and does not get to benefit from the potential investment and economic growth opportunities that these kinds of transactions often bring.

So, the very laws and regulations that have been adopted for the purpose of growing and bolstering our economy can very easily have the exact opposite effect.

However, there is no doubt that competition law in South Africa must serve more than just economic efficiency. The Act is a product of its time and place, and any credible regulatory regime must reckon with the context in which it operates.
Typically, where a transaction raises a specific competition or public interest concern, the Commission will try to impose a set of merger conditions that are directly responsive to the identified issue. For instance, if a transaction is likely to result in a duplication of roles for the target entity post-merger, the Commission will likely require the merger parties to agree to a retrenchment moratorium.

The same principle applies where a transaction does not give rise to an increase in HDP ownership levels, as the Commission will likely push for the establishment of an employee share ownership plan, or the introduction of an HDP shareholder for the transaction to be approved.

However, there has been a recent shift in the market, whereby the competition authorities seem more acquiescent to accept merger conditions that do not directly correlate with the perceived negative effects of the transaction. Under these circumstances, the Commission may be willing to accept the establishment of an employee training programme to ameliorate for a possible retrenchment concern – or a commitment to increase the levels of procurement from HDP-owned and controlled firms to offset a potential decrease in HDP ownership levels. The guiding factor under these circumstances is generally that the commitment being made should carry an equal weight to the directly responsive remedy that the merger parties were unable or unwilling to carry out for whatever reason.

While this shift seems to signal a more flexible approach by the South African competition authorities, indicating a potential win for business and merger activity – there is a risk that this process could be viewed as the merger parties merely ‘buying’ their merger approval – given that the actual identified regulatory risks and concerns are not being addressed by the merger conditions. This scenario would be akin to the touted introduction of Elon Musk’s Starlink and its possible circumvention of the relevant HDP ownership requirements in exchange for extensive investment commitments.

Overall, South Africa’s merger control regime stands at a crossroads. And while public interest should not be viewed as a side issue, for the system to truly deliver on its transformative promise, it must strike a careful balance: promoting inclusion without dampening growth, and enforcing equity without undermining competitiveness.

Too much emphasis on social outcomes, without regard for commercial realities, may undermine the very goals the regime seeks to advance. But too little attention to public interest would be a dereliction of the country’s constitutional commitments.

Nicholas De Decker is an Associate | Lawtons Africa

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

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