Combined Motor Holdings continues to do well (JSE: CMH)
They’ve done a terrific job of adapting to changing consumer tastes
When the Chinese car invasion really picked up speed on our roads, I was worried that the traditional distributors in this space (like CMH) would struggle to retain their market share. After all, disruption to a market can easily shake things up in a big way – just look at our local grocery sector!
CMH responded brilliantly though, with the latest trading statement showing just how well they are doing. For the year ended February 2026, HEPS is expected to increase by between 25% and 35%.
This suggests annual HEPS of between 504 and 544.3 cents. This puts the company on a Price/Earnings multiple of around 7x.
CMH’s share price is up 37% in the past year. If you include the dividend and look at the total return, it’s a 44% return! Impressive.
It gets even more interesting if you compare CMH to its two main rivals over the past 12 months. WeBuyCars (JSE: WBC) has struggled with its premium valuation, while Motus (JSE: MTH) has made the most of its vertically integrated model:
Which of these three would you choose to own over the next 3 years?
The FCA redress scheme in the UK is so bad that FirstRand is heading for the exit (JSE: FSR)
The provision is almost triple the profits made over a decade
Will South African companies ever learn when it comes to Europe?
The only thing that European regulators enjoy more than committees and electric cars is the ability to slap massive fines on commercial organisations. Bad behaviour clearly needs to be dealt with, but a combination of draconian policies and slow growth doesn’t exactly attract investment.
The UK Financial Conduct Authority’s redress scheme for the motor finance industry is just one excellent example. After a long court battle that went in the FCA’s favour, they’ve put forward a number that is so enormous that FirstRand will look to exit its UK consumer finance business entirely.
Get ready for it: the additional provision required is R11.9 billion. This takes the total provision to R17.7 billion.
In GBP terms, the total provision is £750 million. Over a decade, FirstRand’s vehicle finance activities in the UK generated profits of £275 million. Does this provision seem reasonable to you?
Thanks to the overall strength of FirstRand’s balance sheet, they can absorb this loss. But on a full-year basis, earnings net of the provision will drop by between 4% and 9%. Return on Equity will be at, or just below, the bottom-end of the target range.
Weirdly, the initial announcement reflected a decrease of between 10% and 15% in earnings, but then they provided the new range roughly 90 minutes later.
The damage by the regulator has been done. FirstRand has assessed the returns offered by the UK market and they’ve taken the regulatory risks into account as well. Based on this work, they’ve decided to facilitate an orderly sale of the Aldermore business in the UK.
Purple Group’s growth is firmly in the green (JSE: PPE)
The owner of EasyEquities is enjoying strong growth
As a Purple Group shareholder, I’m pleased to note the release of an encouraging trading statement by the company. For the six months to February 2026, HEPS is expected to increase by between 18.6% and 23.3%.
We will get full details this week, with final results due for release on Wednesday.
It would’ve been good to see an earlier trading statement from the company, although the midpoint of the guided range is only slightly above the threshold that triggers the release of a trading statement (a move of more than 20%).
Nibbles:
Director dealings:
An associate of a director of Lighthouse (JSE: LTE) – not Des de Beer – sold shares in the company worth R38.6 million. Let’s face it, if it was Des we were talking about, he would be buying rather than selling!
A director of AVI (JSE: AVI) received shares in the company and sold the whole lot for R7.8 million.
In the latest edition of musical shares in the Wiese family, they’ve reshuffled R6.9 million worth of shares in Shoprite (JSE: SHP).
One of the founding directors of Brimstone (JSE: BRT | JSE: BRN) bought N ordinary shares to the value of nearly R125k.
RMB Holdings (JSE: RMH) announced that AttBid acquired further shares in the company, taking its stake to 9.82%. If you the include the shares held by Atterbury Property Fund (32.77%), the parties hold a combined 42.59% of RMB Holdings shares.
Merafe Resources (JSE: MRF) announced that the deadline for the s189 consultation process with staff at its smelters has been extended from 7 April to 9 April. This is because Eskom asked for an extension based on negotiations between the parties. This one is going down to the wire.
Fortress Real Estate (JSE: FFB) announced that the scrip dividend alternative was elected by holders of 12.4% of shares in issue. This means that Fortress will retain R133 million in cash by issuing just over 6 million new shares.
Trustco (JSE: TTO) has renewed the cautionary announcement related to a possible delisting of the company’s shares. At this stage, there’s still no guarantee of which route they will take.
Unlock the Stock is a platform designed to let retail investors experience life as a sell-side analyst. Corporate management teams give a presentation and then we open the floor to an interactive Q&A session, facilitated by the hosts.
In the 67th edition of Unlock the Stock, Weaver Fintech returned to the platform to talk about the recent numbers and the strategic outlook for the business. I am a shareholder in this company and I’ve been thrilled with the performance!
I hosted this event alongside Mark Tobin of Coffee Microcaps and the team from Keyter Rech Investor Solutions.
Interest rate cuts were meant to define 2026. Now, markets are bracing for hikes.
In this episode of No Ordinary Wednesday, Investec’s Chief Economists Annabel Bishop and Phil Shaw examine how the energy shock is forcing central banks to reconsider their path. From London to Pretoria, policymakers face a familiar dilemma: tighten into slowing growth, or risk letting inflation take hold.
Guest host Neo Ralefeta explores the implications for global growth and what it means for South Africa, from currency volatility to fuel supply risks and consumer costs.
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.
BHP raises $4.3 billion through a streaming agreement (JSE: BHG)
And no – this has nothing to do with Netflix
BHP has completed a silver streaming transaction with Wheaton Precious Metals. This is a funding mechanism that is quite common in the mining industry. Through this deal, BHP has raised a casual $4.3 billion from Wheaton!
What does Wheaton get in return? BHP will need to deliver the equivalent of 33.75% of the silver produced by Antamina until 100 million ounces have been delivered. This will then reduce to 22.5% of silver production over the remaining life of the mine. To make it more confusing, this takes the form of metal credits rather than physical delivery of silver!
What’s in it for Wheaton? They lock in long-term exposure to silver at a discounted price to the current spot price. For the economics to make sense for them, they need to be bullish enough on silver to believe that the up-front payment of $4.3 billion is a small price to pay for the benefit of receiving discounted silver in future.
Wheaton’s entire business model is built around precious metal streaming transactions, focusing primarily on gold and silver.
Interesting, right?
Eastern Platinum expects to achieve break-even again in the first half of 2026 (JSE: EPS)
There were still substantial losses in 2025
Eastern Platinum has released its results for the year ended December 2025. Revenue fell 1.4% for the year and mining operating income increased by $0.9 million to $1.7 million. Technically that means mining operating income more than doubled, but we are working with small numbers here.
The group operating loss was $21.6 million in FY25 vs. $12.7 million the year before. That’s unfortunately not such a small number!
The net loss attributable to equity shareholders was $18.4 million vs. $12.8 million in 2024.
Although a non-cash impairment of the Mareesburg Project is part of the pressure on the numbers here, Eastern Platinum remains in a working capital deficit. Current liabilities are $56.9 million higher than current assets!
The company is kept alive by the support of its major shareholder. This is only happening because of the potential at the Crocodile River Mine, where production tonnages are increasing.
They are aiming for 40,000 tonnes per month in the first half of 2026. If they can get that right, they will break even again.
Exxaro has a new long-term deal with Eskom (JSE: EXX)
This supports the R5.2 billion expansion project at Matla Colliery
Exxaro announced a new long-term coal supply agreement with Eskom that will run from 2026 until 2043. They really aren’t joking when they say “long-term” with this one!
This seems to be the norm for them, as the previous contract ran from 1983 until 2023. This also shows us that it took a few years to get a new contract in place.
Exxaro will supply 9.3 million tonnes of coal per annum from the Matla Colliery to the Matla Power Station. The Matla Colliery locked in a renewed mining right and water-use licence in 2025.
Importantly, there’s a R5.2 billion expansion project at Matla to extend the life-of-mine. This contract with Eskom provides the economic underpin of that expansion.
MTN has introduced local ownership into the fintech business in Ghana (JSE: MTN)
Localisation requirements are typical in Africa
MTN announced that its subsidiary in Ghana (officially called MTN Scancom) has separated its mobile money business into a new company called MobileMoney Fintech (MMFL).
Under a law introduced in Ghana in 2019, there needs to be some local ownership of that business. This transaction achieves compliance with that law, as MMFL is owned by a subsidiary of MTN and The MTN Ghana Fintech Trust. You can think of it a bit like a B-BBEE deal.
Frustratingly, the announcement doesn’t indicate the percentage in MMFL that is held by the trust.
Nu-World flags a strong uptick in HEPS (JSE: NWL)
Full details will become available in the next few days
Nu-World has released a trading statement dealing with the six months to 28 February 2026. It’s good news for investors, with HEPS expected to increase by between 28% and 32%.
This implies a range for interim HEPS of between 224.5 and 231.5 cents. The share price closed at R28.00 before the long weeked. Remember that you need to work with annual HEPS to work out a P/E multiple, not interim HEPS. You can either annualise the interim HEPS by doubling it (a very simplistic approach), or you can take the more accurate approach of isolating the HEPS for the second half of the prior year and adding it to the first half of this year (a “last twelve months” approach that allows for seasonality).
What you’ll find is that Nu-World tends to trade in the mid-single digit P/E range. This is typical of JSE small caps.
Detailed results will be released on 9 April.
The IDC becomes a shareholder at Orion Minerals’ Prieska Project (JSE: ORN)
The deal is structured as a loan conversion
Orion Minerals announced that the IDC will convert its convertible loan facility into equity in PCZM HoldCo, the subsidiary that holds the flagship Prieska Project.
These types of structures are common in junior mining and riskier assets. Essentially, the IDC protected its downside risk by initially providing a secured loan, but retained some upside exposure through the option to convert it into equity.
When you are providing the money, you can (and should) have your cake and eat it!
Following the conversion, the IDC will hold 23.8% in PCZM HoldCo, which is an effective interest of 16.7% in PCZM. There will still be a loan of R272.4 million, but it will no longer be a secured loan.
The remaining unsecured loan is an important nuance to this deal, as it means that IDC moves down the pecking order if anything goes wrong. Glencore (JSE: GLN) and Triple Flag are the secured funders of the project.
Another way to think of it is that the IDC has seen enough to be willing to align itself more closely to the position that Orion Minerals shareholders are in. That’s good news for investors.
Here’s the Orion Minerals share price over the past 5 years:
How do you generally feel about investing in junior mining assets?
Nibbles:
Director dealings:
The CEO of Standard Bank (JSE: SBK) received share awards and sold the whole lot. The value of the shares net of tax (i.e. the portion that would’ve been “easy” to keep) was R9.65 million.
Two directors of major subsidiaries of AVI (JSE: AVI) received share awards and sold the whole lot for nearly R4 million.
A non-executive director of Thungela (JSE: THA) sold shares worth nearly R3.5 million.
A prescribed officer of Nedbank (JSE: NED) sold shares worth R2.3 million.
A prescribed officer of Sibanye-Stillwater (JSE: SSW) bought shares worth R590k.
Sasol (JSE: SOL) had strong demand for notes issued by its US-based subsidiary. They offered $750 million in notes due in 2033, offering a coupon (payment) of 8.75% of the face value of the notes. The demand for the notes was $2.8 billion, more than 3.7x oversubscribed.
Africa Bitcoin Corporation (JSE: BAC) announced that the proposed sub-division of the share capital was approved by shareholders. They will execute a three-for-one share split. Will this improve liquidity in the shares? Only time will tell.
Trustco (JSE: TTO) is suspended from trading as they haven’t released financials for the years ending August 2024 and 2025. This is due to changes in the rules around audits of Namibian companies listed on the JSE (of which Trustco is the only current example). Trustco is in the process of appointing Nexia SAB&T as group auditor for the JSE-compliant auditor, along with a Namibian-registered audit firm to comply with the Namibian Companies Act.
aReit Prop (JSE: APO) is still trying to finalise the financials for the years ended December 2023 and December 2024. They are also looking to appoint new auditors. This company really has been a disastrous listing on our market.
Efora Energy (JSE: EEL) has released a further cautionary announcement regarding negotiations that might have a material effect on the share price. I must point out that the stock is suspended from trading.
The chairperson of the board of Sebata Holdings (JSE: SEB), Greg Morris, has resigned after 28 years with the company. His replacement hasn’t been announced yet.
South African food manufacturer RCL Foods, has entered into an agreement with Simrose Overseas and Simrose Investments to acquire Martin and Martin which sells a variety of pet food products under well known brands such as Husky, Pamper, Beeno and Bob Martin. The deal gives RCL Foods entry into the pet food category, accelerating its presence in high-growth segments in which it currently has limited exposure. The acquisition consideration was determined as an enterprise value of R695 million.
Sirius Real Estate has acquired a business park in Kiel, Germany for €93,4 million. The purchase of the defence-anchored business park reflects an EPRA Net Initial Yield of 8.2%; it is 98.5% occupied and generates €7,78 million in annual rental income with a weighted average lease expiry of 4 years.
Reinet Investments has completed the disposal of its entire shareholding in Pension Insurance Corporation Group to Athora UK Holding for £2,9 billion, creating one of the largest savings and retirement services groups in Europe.
Unlisted Companies
Healthbridge a provider of cloud-based medical billing software and clinical practice management solutions in South Africa, has acquired AI medical scribe Nora. Nora is a smart, AI-powered tool that converts doctor–patient conversations into structured clinical notes, helping clinicians save time on paperwork while improving the quality and consistency of patient records. Healthbridge took an initial stake during Nora’s early start-up phase providing infrastructure, a clinical environment and an established user base to test the product at scale. The transaction’s financial details were not disclosed.
The integrated marketing and communications agency Ascent Africa has acquired a stake in Clarence AI. Clarence AI is an Africa-built narrative intelligence platform designed to help organisations monitor public narrative, analyse sentiment and manage digital engagement in real time. The move is designed to integrate advanced technology and intelligence into the agency’s modern communication and reputation management services. It will operate as a technology subsidiary within the Ascent Africa ecosystem as the agency continues to expand its integrated offering across Africa. Financial details were undisclosed.
DHL’s subsidiary DHL Supply Chain has expanded its transport, distribution and warehousing logistics services with the acquisition of the businesses Vital Distribution Solutions, Staffing Logistics and Vital Fleet. Vital Distribution provides transport, distribution, and warehousing logistics services by road across various sectors, including the fast-moving consumer goods, industrial, manufacturing, and retail markets. The Staffing Logistics business provides temporary employment services to the transport, retail, hospitality, and cleaning sectors while Vital Fleet provides fleet rental and management services.
Metals One has exercised its right to secure a 30% equity stake in Lions Bay Resources (LBR) via the conversion of US$1.8 million of convertible loan notes into direct equity. LBR recently completed the acquisition of a cogeneration plant located in the Karbochem Industrial Park in Newcastle as part of its wider strategy to create a vertically integrated South African gold business.
In February 2026 Lithium Africa Corp announced the acquisition of a large lithium project in SA, including a past-producing spodumene mine, a related ore stockpile and land hosting a known field of mapped LCT Pegmatites. The company has completed the first phase of the acquisition of Namli Exploration & Mining with the acquisition of a 30% stake and is now proceeding with the second phase of the transaction.
African Rainbow Minerals has purchased a further 7,960,000 units of Surge Copper in a non-brokered private placement. Each unit, priced at C$0.50, consists of one common share and one common share purchase warrant of Surge. Each warrant entitles the holder to purchase one additional common share at a price of C$1.00 per share for a period of three years. Following the purchase, ARM will own c.19.9% of the issued shares in Surge on a non-diluted basis.
Remgro and IHL are to restructure their shareholdings in Hirslanden AG and Mediclinic International which will see IHL owning 100% of the Swiss business, while Remgro will own 100% of Southern Africa. Effectively, each will hand the other control of the hospital groups in South Africa and Switzerland with the assets priced at equal values. Remgro and IHL will remain co-invested in the other healthcare interests in the Middle East and the UK. The US$950 million transaction has a long-stop date of end-September 2026.
CTSE- listed PK Investments has acquired a further 40 million MAS shares at R21.00 per share increasing its stake to c.42.5%.
In terms of its scrip dividend option to shareholders, Lighthouse Properties will issue 23,378,545 new shares in lieu of a final cash dividend, retaining R172,1 million in new equity.
AttBid, a vehicle representing Atterbury Property Fund (APF), I Faan and I Dirk, which made an offer to RMH shareholders earlier this month, acquired a further 3,42 million shares in on-market transactions this week. Following this, AttBid and APF hold 32.77% and 9.67% respectively, resulting in an aggregate of c.42.44% of the RMH shares in issue.
Shareholders approved the proposed restructure by Africa Bitcoin of its authorised and issued ordinary share capital by way of a sub-division of its ordinary share capital on a 3 for 1 basis. The purpose of this is to enhance the liquidity and marketability of the stock and broaden its exchange footprint with a potential migration to the JSE Main Board and participation on additional international trading platforms. In addition, the sub-division is expected to enhance the company’s flexibility in respect of future capital raising initiatives, strategic transactions and potential equity-based initiatives.
Sebata has advised that all work relating to the preparation of the FY2025 financial results is now complete and a set of Annual Financial Statements have been produced and will be released by 17 April 2026. The Board estimates that Sebata will be in a position to request the JSE to lift the suspension from August 2026.
Sail Mining (previously Chrometco) remains suspended due to the late publication of the annual financial statements for the years ended February 2022, 2023, 2024 and 2025 and the subsequent interim results. In December the company announced a conditional offer to repurchase, on a pro rata basis, all the issued shares in the company, excluding treasury shares at a price per share of R0.072. Simultaneously, the board advised the proposed termination of the listing from the AltX Board of the JSE. This remains conditional on the approval by shareholders of the delisting, the amendment to the company’s memorandum of incorporation and the approval of the Financial Surveillance Department of SARB.
RFG officially delisted from the JSE on 31 March 2026 following the announced acquisition of the company by Premier Group in October 2025.
This week the following companies announced the repurchase of shares:
During the month of March AIMIA repurchased and cancelled a total of 236,800 of its shares representing 0.3% of the company’s issued share capital. The shares were purchased at an average price of US$2.86 for an aggregate $677,004.
In a bid to optimise its capital structure and deliver enhanced value to shareholders, iOCO continued with the repurchase of shares in the open market. During the period 2 to 31 March 2026, a further 2,216,404 shares were repurchased at an average price per share of R4.03 for an aggregate R8,93 million. Repurchased shares are currently held as treasury shares.
Ninety One plc announced that it has extended its repurchase programme from 31 March 2026 to 3 June 2026. The shares will be purchased on the open market and cancelled to reduce the Company’s ordinary share capital.
GreenCoat Renewables has implemented a share buyback programme totalling €100 million over 12 months with a first tranche amounting to €25 million beginning on 5 March 2026 – representing 13% of the issued share capital. This week 2,445,327 shares were repurchased for and aggregate €1,79 million.
Anheuser-Busch InBev’s US$6 billion share buy-back programme continues. The shares acquired will be kept as treasury shares to fulfil future share delivery commitments under the group’s stock ownership plans. During the period 23 to 27 March 2026, the group repurchased 1,371,263 shares for €81,09 million.
In December 2025, British American Tobacco extended its share buyback programme by a further £1.3 billion for 2026. The shares will be cancelled. This week the company repurchased a further 472,369 shares at an average price of £43.83 per share for an aggregate £20,70 million.
During the period 23 to 27 March 2026, Prosus repurchased a further 2,643,733 Prosus shares for an aggregate €106,42 million and Naspers, a further 1,200,000 Naspers shares for a total consideration of R1,06 billion.
Three companies issued or withdrew a cautionary notice: Remgro, Efora Energy and TWK Investments.
Amethis has acquired a majority stake in Côte d’Ivoire power security solutions group, ADEMAT from SPE Capital for an undisclosed sum. ADEMAT covers the entire value chain of power security solutions – from power generation, stabilisation and transformation, to procurement, installation, maintenance, technical assistance, consulting, training and rentals. SPE Capital invested back in April 2021.
Pan-African financial services group, Vista Group Holding, announced the acquisition of a 90% stake in the capital of Banque Agricole et Commerciale (BAC) in Chad. The bank is now integrated into the Group’s banking network and operates under the name Vista Bank Chad. Financial terms were not disclosed.
Bank of Kigali Plc has led a group of financial institutions including Development Bank of Rwanda (BRD), BPR Bank Rwanda, I&M Bank Rwanda, Ecobank Rwanda, and Access Bank Rwanda in a major telecom infrastructure financing agreement under Project Zorro, supporting the acquisition of 1,467 telecom tower sites now operated by Ishara Towers Rwanda, formerly IHS Rwanda. The deal represents one of the largest syndicated financing transactions of its kind in Rwanda and is expected to strengthen critical telecommunications infrastructure supporting mobile connectivity, internet access, and digital services nationwide.
Azule Energy has signed a Sale and Purchase Agreement with Etu Energias Block 14 B.V. for the sale of a 20% working interest in offshore Block 14 and a 10% working interest in Block 14K located in the Lower Congo Basin offshore Angola. The transaction is valued at up to US$310 million and includes deferred contingent payments of up to $115 million. In December 2025, Azule Energy signed an SPA with a consortium of Etablissements Maurel & Prom S.A. and BW Energy for the sale of the Interests following which Etu Energias exercised its pre-emption rights in relation to the interests. With the signing of the SPA with Etu Energias, the SPA with M&P and BWE dated 11 December 2025 is terminated. Chariot has part financed the Etu acquisition through providing deposit funds of $12 million and additional financing related transaction costs and in doing so has secured exposure to the economics associated with material oil production following completion of the acquisition. Shell Western Supply and Trading has provided an acquisition financing package in return for future offtake barrels. These facilities will be used to finance the final consideration payable on completion, which will be reduced by interim period adjustments. This funding combination ensures that the acquisition is fully financed and the Chariot funds will be repayable from future cashflows from the asset, after servicing the Shell facilities.
Oikocredit and the Global Climate Partnership Fund (GCPF) have provided a US$10 million debt facility to Sawa Energy, a developer and operator of commercial and industrial (C&I) solar and battery systems in East Africa. The facility will enable Sawa Energy to scale the rollout of distributed solar and battery systems for C&I clients, supporting businesses seeking reliable and cost-effective alternatives to grid electricity and diesel generation. The facility is expected to support the deployment of 35MW of solar capacity across 250 projects for C&I businesses in East Africa over the next 36 months.
GoSwap, a Morocco-based electric mobility startup, has secured seed funding from Azur Innovation Fund to scale its battery-swapping infrastructure across urban centres. With the new funding, GoSwap plans to expand its infrastructure within Casablanca and into new cities such as Marrakech, enhance compatibility across multiple electric vehicle models, and strengthen fleet management capabilities for logistics and last-mile delivery companies. The size of the funding was not disclosed.
Simulated transactions and working around statutes
What is a simulated transaction?
It is trite law that parties to a transaction may structure it to avoid a statute or a particular provision in a statute. Following a long line of cases, this principle was recently reiterated by the Supreme Court of Appeal in Uys N O and Others v National Credit Regulator and Another 2025 3 All SA 71 (SCA) at 19. Uys confirms that for a court to find that a transaction is simulated (and thus strike it down and uphold its true character), “the Court must be satisfied that there is a real intention, definitely ascertainable, which differs from the simulated intention”. Put differently, a court “must first be satisfied, on the available and admissible evidence, that there was some unexpressed or tacit agreement between the parties which was not reflected in the agreement”.
Take care to avoid the statute in question
In an attempt to work around a statute, transacting parties must make sure that their creative structure is not nevertheless still caught by the ambit or “gravitational pull” of the wording which they are trying to avoid. For instance, if the section sought to be avoided refers to, say, a “disposal” of something, the structure adopted by the parties must, in the first place, not be a disposal, as that word is understood in that context. For example, in Vantage Goldfields SA (Pty) Ltd & Another v Arqomanzi (Pty) Ltd & Others 2023 3 All SA 667 (SCA), the SCA held that a substantial shareholding dilution in the ultimate holding company of an entity that held a mining right, amounted to an “alienation or other disposal” of a controlling interest in mining rights under section 11 of the Minerals and Petroleum Resources Development Act (MPDRA), requiring Ministerial consent. There was no transfer of the mining right itself, nor a transfer of shareholding (which would be the more obvious and literal examples of “disposal”), but rather a fresh issue of shares at holding company level. The court read section 11 purposively to catch both direct and indirect changes of control so that the MPDRA’s objectives could not be thwarted.
Another interesting example is Four Arrows Investments 68 (Pty) Ltd v Abigail Construction CC and Another 2016 (1) SA 257 (SCA), where it was held that “sale” (as used in the Subdivision of Agricultural Land Act) included the granting of an option. Thus, even if it were a perfectly valid and genuine option contract and not a simulated sale, it did not assist the parties because, quite simply, “sale” was wide enough to cover preliminary contracts like options anyway.
Holistic approach
A related point is that a court will characterise a complex and multi-step deal by its overall economic substance, and will look holistically at the transaction in doing so. In Africa Wide Mineral Prospecting and Exploration (Pty) Ltd v PTM (RSA) (Pty) Ltd and Others 2023 (1) SA 98 (GJ), the transaction under scrutiny involved a share sale by way of a scheme of arrangement, with an asset sale (processing plant) taking place immediately prior in order to quickly inject liquidity into the target company in question. Attempts to characterise the asset sale as a stand-alone transaction (which would have triggered a “sale of substantially all assets” minority protection in the shareholders agreement) were rejected by the court. It was held that the transaction was, in truth, a two phase plan aimed at a change of share ownership implemented via a scheme of arrangement. A court will therefore compare the pre- and post-transaction picture, not just ‘step labels’.
One can demonstrate the reasoning in Africa Wide by applying it to an example sometimes floated in practice: first, a company disposes of its business to a wholly owned subsidiary to invoke the carve out from the requirement of shareholder approval in terms of section 112 of the Companies Act. Then, the subsidiary immediately issues a significant number of shares to an external investor. A court, applying the Africa Wide lens, would likely test whether, in substance, this was really a “disposal to a wholly owned subsidiary” when looking at the end state of affairs.
This example is sometimes confused with simulation but, in actuality, it is not. A court may accept each step as legally effective, yet still hold that, taken together, the arrangement is nevertheless caught by the relevant section’s wording. Simulation, by contrast, asks whether the parties’ real intention departs from the contract’s tenor. If you have genuinely avoided the statutory wording, your remaining vulnerability is simulation. That is a separate matter, and requires indicators of dishonesty or a contrived structure devoid of commercial substance. We now turn to this question.
The NWK case: brief panic for dealmakers
In the case of Commissioner for SARS v NWK Ltd 2011 (2) SA 67 (SCA), the SCA concluded that a R96 million “loan” was, in truth, a R50m loan dressed up through same day maize forwards, back to back cessions and a notarial exchange of silo certificates, five minutes apart. These features showed no genuine intention to deliver maize, and no sensible business purpose. On that evidence, the SCA held that the R96m loan was simulated.
Inter alia, the following remark in NWK caused some consternation: “If the purpose of the transaction is only to achieve an object that allows the evasion of tax, or of a peremptory law, then it will be regarded as simulated.” This confusion has been cleared up in later cases, where the SCA has, on several occasions, held that NWK did not alter the law on simulated transactions. All NWK did was to emphasise that all relevant facts had to be considered, and that the presence of multiple improbable and artificial intra-day transaction steps was evidence of dishonesty or disguise.
It remains the case, therefore, that parties are perfectly entitled to take the scenic route around a statute, provided there is commercial sense and the agreement reflects their true intention. And whilst the structure in NWK would almost universally be described as “convoluted”, the convolutedness of a transaction is not, of itself, a problem. Rather, NWK’s facts were convoluted and unrealistic, and devoid of any commercial substance, and it is then that the line is crossed and the realms of simulation are entered.
Yaniv Kleitman is a Director and Roxanne Bain a Professional Support Lawyer in Corporate and Commercial | Cliffe Dekker Hofmeyr
This article first appeared in DealMakers, SA’s quarterly M&A publication.
The global economy is being reshaped by rapid advances in artificial intelligence (AI), cloud computing and digital services. At the centre of this transformation lies an often-invisible but critical layer of infrastructure: data centres and high-capacity fibre networks. Data centres – warehousing computer servers that store, process, and transmit data – have become the backbone of the modern digital economy.
While global investment in digital infrastructure has accelerated, Africa currently accounts for less than 1% of global data-centre capacity. This disparity highlights both a structural weakness and a compelling opportunity. As Africa’s digital adoption accelerates, scalable, reliable and locally based data infrastructure is no longer optional; it is essential to economic competitiveness, financial inclusion and long-term growth.
The challenge: soaring digital demand and insufficient infrastructure
Africa’s demand for digital services is growing at unprecedented speed, and mobile connectivity has been a key driver of this shift. As of January 2024, mobile devices accounted for approximately 74% of all web traffic on the continent – around 14% higher than the global average. This reflects both the affordability and accessibility of mobile connections relative to fixed-line broadband, reinforcing Africa’s mobile-first digital ecosystem.
At the same time, the continent’s internet user base is expanding rapidly. Internet users grew from approximately 181 million in 2014 to around 646 million by 2025, with projections indicating that this figure could reach 1,1 billion by 2029. This surge is fuelling demand for digital content, fintech platforms, e-commerce, cloud-based services, and data-intensive applications such as AI.
However, the pace of infrastructure development has struggled to keep up. Limited local data-centre capacity forces reliance on offshore hosting, increasing latency, costs and regulatory risk. Fibre networks remain unevenly distributed, and power reliability continues to constrain expansion. Without accelerated investment, these bottlenecks risk slowing Africa’s digital momentum and undermining the scalability of its fastest-growing sectors.
The opportunity: a new infrastructure asset class emerges
Despite these constraints, Africa is making progress. The continent is seeing steady growth in Tier III and Tier IV data centres across key markets. While Tier I and II facilities offer basic or partial redundancy, Tier III sites provide fully maintainable power and cooling paths, and Tier IV facilities deliver full fault tolerance and maximum uptime. This shift toward enterprise-grade infrastructure is essential for supporting cloud computing, fintech platforms, AI workloads, and other mission-critical digital services.
The commercial case is particularly strong in fintech. According to BDO’s June 2024 Fintech in Africa report, innovation across the sector is accelerating, with Northern Africa currently leading, and Egypt alone accounting for 9.6% of new fintech start-ups. Driven by markets such as South Africa, Nigeria, Egypt and Kenya, Africa’s fintech sector is projected to reach an estimated US$65 billion in revenue by 2030, reflecting a compound annual growth rate of approximately 32%. As these platforms scale across borders, their dependence on secure, resilient, and locally hosted data infrastructure increases.
The solution: capital, capability and coordinated policy
Unlocking Africa’s digital infrastructure potential requires a coordinated response across three dimensions: investment, skills and energy.
First, sustained capital deployment is essential. Recent investments signal growing confidence in the sector. The International Finance Corporation’s US$100 million commitment to Raxio Group, for example, is aimed at expanding data-centre capacity to support AI, cloud computing and digital financial services across sub-Saharan Africa.
Second, infrastructure development must be matched with skills development. Scaling data centres requires engineers, operators and digital professionals capable of managing complex, high-availability environments. Building this talent pipeline is critical to long-term sustainability.
Third, energy availability remains decisive. Data centres are power-intensive assets, and markets with reliable, cost-effective and renewable energy sources are best positioned to attract investment. Integrated infrastructure models offer a compelling solution. Uganda’s Buheesi project – co-financed by the World Bank, development finance institutions, and two South African commercial banks – combined electrification with fibre connectivity. The results were tangible: schools gained access to digital learning, clinics submitted real-time health data, and public services became more efficient.
The broader socio-economic impact is equally compelling. A 2023 World Bank report found that in Nigeria and Tanzania, expanded internet coverage sustained over three or more years reduced extreme poverty by approximately 7%, while labour-force participation and wage employment increased by up to 8%.
The enabling framework
Regulatory alignment is reinforcing the case for local infrastructure. Governments across Africa are strengthening data-protection and localisation frameworks to ensure that sensitive data remains within national borders. For example, South Africa’s National Data and Cloud Policy requires government data linked to national security to be stored on locally based infrastructure; Kenya’s data-protection regime mandates local hosting for personal data tied to strategic state interests; and Zambia’s Data Protection Act similarly restricts offshore storage of certain personal data.
These measures reflect a broader shift toward digital sovereignty, reducing reliance on foreign cloud providers and increasing demand for domestic data-centre capacity. In parallel, several jurisdictions are moving toward clearer and more streamlined licensing and approval processes for digital infrastructure, reducing regulatory uncertainty and shortening timeframes for market entry.
For investors and operators, greater regulatory clarity, both in data requirements and in licensing frameworks, would serve as a further enabler for investment and growth.
Building Africa’s digital utilities
Africa’s economic resilience and competitiveness are increasingly tied to the strength of its digital backbone. Data centres and high-capacity fibre networks are no longer peripheral assets. Instead, they are the continent’s new utilities, and must be supported by reliable energy infrastructure and coherent regulatory frameworks.
Investing in digital infrastructure is not merely a technology play. It underpins innovation, enables financial inclusion, supports job creation, and anchors Africa more firmly in the global digital economy. As capital, policy and capability converge, Africa’s digital infrastructure is emerging as one of the continent’s most compelling and impactful investment themes.
Khanyisile Malebe and Nomsa Sibanyoni are Corporate Financiers | PSG Capital
This article first appeared in DealMakers AFRICA, the continent’s quarterly M&A publication.
More copper for African Rainbow Minerals (JSE: ARI)
They are investing more in Surge Copper Corp
African Rainbow Minerals is acquiring units in Surge Copper Corp. to the value of R48 million. They are paying C$0.50 per unit.
Each unit consists of a common share and a warrant entitling the holder to buy an additional share at C$1.00 per share. The warrant can be exercised for a period of three years from the date of issuance.
It’s worth noting that in September 2025, African Rainbow Minerals picked up 19.9% in Surge at a price of C$0.175 per common share. This was subsequently diluted to 18.2%.
The latest purchase will take them back up to a 19.9% stake on a non-diluted basis, or 21.5% on a partially-diluted basis (as they now also hold warrants).
Copper remains the commodity that everyone wants to dance with!
Datatec achieved double-digit growth in gross profit (JSE: DTC)
Detailed results are due for release in May
It’s unusual to see a company updating the market based on gross profit movements. But in the technology game, due to the way contracts are structured, it’s better to focus on this metric rather than revenue.
Datatec has guided that gross profit for the year ended February 2026 was up by around 10%. The star of the show was Westcon International (which also happens to be the largest segment), posting 13% growth in gross profit. Next up is Logicalis International, up 8%. Logicalis Latin America is the smallest segment and looks set to retain that position, with gross profit up by just 1%.
The share price is up 23% in the past year, so the market is well aware of Datatec’s growth potential.
Emira is on track in FY26 (JSE: EMI)
They’ve been recycling plenty of capital
Emira Property Fund released a pre-close update related to the year ending March 2026. The update provides numbers for the 10 months to January 2026.
In the South African direct portfolio, vacancies have increased from 3.8% in September 2025 to 4.5% at the end of January 2026. Reversions have improved though, from -4.7% to -3.7%.
The problem is the office portfolio, with a significant tenant vacating their space and driving vacancies up from 8.0% to 9.9%. Emira has a portfolio of P-grade and A-grade properties and they are flagging a “gradual recovery” in real rental growth in the office space.
In retail, vacancies improved slightly to 4.5% and reversions were flat at 0.5%. The industrial portfolio reported vacancies of 1.3% (up from 0.4%) and reversions of -8.0%, an improvement from -8.8% in the interim numbers. There’s also a residential portfolio of 2,104 units located almost entirely in Gauteng. Vacancies were similar at 1.8%.
During the period, they sold commercial properties worth R479 million and residential properties worth R782 million.
Although not part of the SA direct portfolio, Emira has a stake in SA Corporate Real Estate (JSE: SAC). They’ve been selling this down based on the strength in that share price, realising proceeds of R189 million.
The US portfolio of retail centres reported vacancies of 2.4%, an improvement from 2.8%. They’ve been disposing of properties in this portfolio, with R782 million in properties offloaded during the period under review. Since the end of January, they’ve agreed to sell another two properties for R306 million.
In Poland, the DL Invest portfolio includes logistics, retail and mixed-use properties. The vacancy rate improved from 3.0% to 2.7%.
To add to a busy period, Emira has been involved in restructuring Inani Prop Holdings, in which it holds (and will continue to hold) a 20% stake. Inani is in trouble, with shareholders having to commit to cover any funding shortfalls.
With all these disposals, the loan-to-value (LTV) ratio improved from 35.6% to 34.1%. It will improve further based on the disposals since January.
The targeted distributable income for FY26 is 127.78 cents. The fund believes that it is “on track” with its objectives, so that implies that they will meet this guidance.
Hyprop has sold 50% in Woodlands Boulevard (JSE: HYP)
This unlocks capital of R825 million
In February, Hyprop announced the sale of 50% of Woodlands Boulevard. It didn’t take very long to go through, with the deal being registered in the deeds office on 31 March.
This means they’ve reduced their exposure to Gauteng (a stated strategic goal) and put almost R825 million in the bank (before costs). Hyprop is planning to retain the remaining 50% stake in Woodlands Boulevard.
What will they do with the money? We don’t know yet. They just include the usual vague commentary about new and organic growth opportunities and other projects.
Jubilee Metals wants you to focus on EBITDA from continuing operations (JSE: JBL)
The copper strategy needs to pay off in the near-term
Jubilee Metals has released results for the six months to December 2025. Due to the significant changes in the group and the focus on copper, it’s best to look at the continuing operations.
Saleable copper units increased by 8.7% and they expect a further uplift in production at the Roan concentrator. Combined with strong average copper prices, Jubilee enjoyed an increase in copper revenue of 70.5%!
Copper EBITDA was up by 125.8% to $0.2 million vs. a loss of $0.8 million in the prior period. Therein lies the issue though: this is still such marginal profitability.
EBITDA from continuing operations swung from a loss of $2.9 million to profit of $2.0 million.
Thanks to the $19 million received from the sale of the South African chrome and PGM operations, they have a net cash position of $11.5 million. Although hindsight is perfect, the timing of Jubilee’s sale was such that shareholders missed out on the PGM boom. This puts even more pressure on the copper operations to perform.
Separately, the company announced an updated plan for the Molefe Mine. The Phase 2 drilling programme will commence soon.
Master Drilling’s HEPS moved slightly higher (JSE: MDI)
But there’s no dividend
Master Drilling released results for the year ended December 2025. In USD terms, revenue was up 7.8% and HEPS increased by 5.1%. In ZAR terms, HEPS was only up by 1.4%.
The group boasts a record pipeline of $997.8 million. For context, revenue for the year was $292 million, so this shows you the gap between pipeline and banked revenue. Somewhere in the middle, we find the “order book” – stable at $371.4 million.
Here’s the really interesting thing: although the requirements to pay a dividend have been met, the company has decided not to. They are worried about the global geopolitical situation. They are therefore deferring the dividend decision, with a promise to investors to pay a special dividend as soon as things calm down.
Uncertainty is unfortunately the nature of the beast at Master Drilling, as evidenced by the substantial reversal of a previous impairment on a mobile tunnel boring machine. They have to constantly estimate what the likely mining exploration activity will be across the world, a difficult job made even trickier by the specialist nature of some of the equipment.
RCL Foods is pursuing growth in pet foods (JSE: RCL)
Fur babies are driving growth in an important grocery category
RCL Foods has announced the acquisition of Martin and Martin, a South African company that sells numerous pet food products under brands like Husky, Pamper, Beeno and Bob Martin. These are household names and feature strongly in the pet aisle at your local grocery store.
Such is the modern world that the pet aisle is a more exciting source of growth than the baby aisle!
RCL literally talks about the “ongoing humanisation of pets” and a “community of pet parents” – a fancy way of saying that people keep spending more and more on their pets.
Interestingly, the seller is an offshore entity called Simrose, but there’s no disclosure on who the ultimate beneficial owners of the seller are. People clearly want their privacy when they are about to be paid a gigantic sum of money for their business.
How much? Well, the enterprise value of Martin and Martin is R695 million. EBITDA for the year ended December 2024 (quite outdated) was R75.2 million. Adjusted EBITDA for that period was R90.2 million. RCL is paying a pretty serious multiple for this business, but they are getting their hands on extremely well known brands.
There are a number of conditions precedent, including regulatory approvals. There’s no need for a shareholder vote though, as this is a Category 2 transaction.
What do you think of this deal?
Remgro moves ahead with the Mediclinic deal (JSE: REM)
But the parties will continue to hold the Middle Eastern businesses 50-50
You may recall that a consortium of Remgro and IHL (a subsidiary of MSC Mediterranean Shipping Company) took Mediclinic private in 2023 on a 50-50 basis.
Mediclinic primarily has businesses in Switzerland, Southern Africa and the Middle East. There’s also a minority stake in UK-based Spire Healthcare.
The parties have been talking about restructuring their interests for a while. A deal has now been formally announced, with Remgro and IHL choosing to focus on their respective home markets.
IHL will own 100% of the Swiss business, while Remgro will have 100% of Southern Africa. Interestingly, these transactions are not inter-conditional, which tells you that the parties expect the implementation timelines to be different across the two regions. Despite having different effective dates, the settlement of purchase prices will happen simultaneously.
The Middle Eastern business will continue to be held 50-50. This doesn’t surprise me – there’s too much uncertainty in the region for a sensible negotiation around this asset to be possible. There’s a lot of corporate spin around how great the growth prospects are for this asset. That may well be true, but I can’t see how regional instability didn’t contribute to the parties maintaining the status quo.
The Spire Healthcare interest will also be kept on a 50-50 basis.
The Swiss and Southern Africa businesses are each valued at $950 million, so this is a straight swap. Remgro is handing over the keys to Switzerland and receiving them for Southern Africa. There’s a chance of some adjustments here that might lead to a payment in one direction or the other, but the underlying principle in the deal is that they are simply swapping exposures.
Here’s a fun fact though: the Swiss business has a book value of assets of R32 billion and the Southern African book value is R16.7 billion. The Swiss business only generates 60% of the profits of the Southern African business.
The book values are perhaps a poor indication of value. As for the profits, this shows you that the Swiss business is valued at a significantly higher multiple than Southern Africa.
Growth is hard to come by at Sephaku Holdings (JSE: SEP)
Infrastructure activity remains subdued
Sephaku Holdings has released an update on the performance at Dangote Cement (in which it has a 36% attributable interest) and wholly-owned subsidiary Métier.
They refer to Dangote Cement as SepCem, so I’ll do the same. This business has a December year-end, with profit for the year ended December 2025 down from R42.6 million to R24.5 million. Remember, Sephaku Holdings only suffers 36% of the drop.
This decrease at SepCem was thanks to a 4.5% decline in sales volumes and a 4.4% drop in revenue. EBITDA fell by 6.8%. Aside from weather issues, there is also fierce competition in the cement bag market, made worse by imports.
At Métier, with a March year-end, sales volumes were up just 2% for the 11 months to February 2026. Despite this, EBITDA has increased by over R30 million based on management accounts. That’s a material uplift in a company with a debt balance of R80 million!
Will infrastructure activity ever pick up in a meaningful way? And if it does, will local players actually get a slice of the action vs. importers? One wonders.
Nibbles:
Director dealings:
It probably won’t surprise you to learn that several directors of Lighthouse Properties (JSE: LTE) elected the scrip dividend alternative. This includes Des de Beer, who received a casual R104 million in shares in lieu of a cash dividend! This is how big money compounds over time.
The COO of Thungela (JSE: TGA) sold shares worth R5.7 million.
A senior executive at Sibanye-Stillwater (JSE: SSW) sold shares worth nearly R2 million.
The UK Financial Conduct Authority is going ahead with the implementation of a mandatory industry-wide consumer redress scheme related to automotive finance. This is bad news for FirstRand (JSE: FSR), with the company conducting a detailed financial analysis and promising to update shareholders next week.
Zeder (JSE: ZED) has released the circular dealing with the proposed disposal of Zaad Holdings for almost R1.4 billion. The independent expert has determined that the deal is fair and reasonable to shareholders. PSG Capital banked a casual R24 million advisory fee on this transaction! If you fancy some light reading for the long weekend, the 156-page circular is available here.
Merafe (JSE: MRF) is still working towards a sustainable tariff solution with Eskom. The company submitted a counterproposal to Eskom on 12 March. The termination date for that proposal has been extended to 7 April, as Eskom has asked for more time to clarify certain aspects of it.
Dis-Chem (JSE: DCP) announced that Stanley Goetsch is retiring from the board of Dis-Chem. As one of the founding directors of the company, he’s certainly earned that retirement!
Wesizwe Platinum (JSE: WEZ) released results for the six months to June 2025. Yes, they are still busy catching up. HEPS for that period was 13.2 cents, up from 8.88 cents in the restated prior period. They are looking to publish financials for the year ended December 2025 by no later than 30 April 2026. The announcement includes this rather embarrassing line: “In light of the restatement, the Board has advised management to regularly attend IFRS refresher training to further strengthen financial reporting expertise going forward.” Ouch.
Oando (JSE: OAO) announced a production sharing contract for Block KON 13 in Angola. Oando has a 45% participating interest and will serve as operator of the block. The company has been building a vertically integrated business in countries like Nigeria and Angola, with a vision to grow the upstream operations across Africa. The share price has very little local trade, so you can ignore a drop of 32% on the day. Only 3 shares actually traded!
Europa Metals (JSE: EUZ) recently delisted from the AIM market in London due to the company being classified as a cash shell. The company has released results for the six months to December 2025 that reflect net assets of $3.4 million. The results are prepared on a going concern basis, which means that the company is looking for opportunities to pursue.
Sebata Holdings (JSE: SEB) is currently suspended from trading. They need to release results for the year ended March 2025. The complexities around the failed Inzalo transaction have led to the delay. The technical work is done and the results are expected to be released by no later than 17 April 2026.
Sail Mining Group (JSE: SGP) has been suspended from trading since July 2022. They need to catch up on several years of financials. They are working on these audits and also pursuing a repurchase of shares and subsequent delisting.
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