Saturday, December 14, 2024
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GHOST STORIES #52: Beating Money Dysmorphia

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To close out the year, René Basson of Satrix* made her debut on Ghost Stories for a fascinating conversation on the topic of money dysmorphia. This is a mismatch between financial behaviour and financial means – and yes, it can work in both directions i.e. whether you have plenty of money or not enough!

In addition to some great personal finance hacks to help you combat these feelings, René shared some helpful statistics from the SatrixNOW platform and talked about some of the observable trends in investing across genders. We also closed out the discussion with some important tips for the festive season around cybersecurity, so there really is a lot here to sink your teeth into.

Satrix Investments Pty Limited and Satrix Managers RF Pty Limited are authorised financial services providers. Nothing you have heard in this podcast should be construed as advice. Please do your own research and visit the Satrix website for more information on all their ETF products. This podcast was published on the Satrix website here.

*Satrix is a division of Sanlam Investment Management

Full transcript:

Introduction: This episode of Ghost Stories is brought to you by Satrix, the leading provider of index tracking solutions in South Africa and a proud partner of Ghost Mail. With no minimums and easy, low-cost access to local and global products via the SatrixNow online investment platform, everyone can own the market. Visit satrix.co.za for more information.

The Finance Ghost: Welcome to this episode of the Ghost Stories podcast. I’m pretty sure it’s the last one for 2024. Hopefully I’m right, quite honestly, because I think we could all do with a bit of a break. But the good news is that we are ending off with a really interesting show!

It’s December now. It’s the end of a very busy year. We’ve had elections at home and abroad. We’ve had this magical disappearance of load shedding that no one really understands. We learned that a GNU is a political thing, not just a wildebeest. We’ve seen some big moves in global markets. We’ve been reminded once more that if you’re not invested in the market, you’re not going to get those gains. But we’ve also been reminded that diversification is your friend.

And now, after that whole whirlwind situation this year, we’ve landed in that part of the year that is hardest to manage your personal finances. Because it is indeed Dezemba, boss. And that means that reckless abandon is here and your credit card is here, and it may well be time to live your life. Somewhere in the middle is probably the right approach, but we’ll talk a little bit about that on this show.

We’re also going to talk about some really cool statistics from Satrix. I think what’s really great is that we have a new voice on the podcast from Satrix. Now, I’ve been working with René Basson, who is the Head of Brand at Satrix for a good couple of years now, but she has never ventured in front of the camera – not that we use the video, but she’s never ventured in front of the microphone to do a podcast with me. So this is very exciting. René, welcome to the show and thanks for bravely stepping up and finishing the year off with me on this podcast.

René Basson: Thank you, Ghost. Thanks for having me. I appreciate it. You know what it’s like. Marketers always are the ones behind the scenes, not in the scenes.

The Finance Ghost: Yeah, there we go. The team has basically forced you to say, listen, we’ve done enough of these things. It’s your turn. It’s time to stop directing from the back.

René Basson: Exactly.

The Finance Ghost: We’re going to do a really good show around this concept of what’s called money dysmorphia, which I’d never heard of actually before reading the article you wrote. I’m excited to get into that. But before we do, we are going to spend a little bit of time on the SatrixNOW platform. Before we get into some of the stats, which I think are going to be particularly interesting, let’s maybe just set the scene of where this data is coming from. What is SatrixNOW? How long has it been around and what does it actually do?

René Basson: SatrixNOW is our Satrix online investment platform and we launched it probably towards the end of 2015 in partnership with EasyEquities. It’s been around for quite a while. The app itself launched in 2020. It’s your DIY platform. You can sign up, open an account and it’s self-directed.

The Finance Ghost: Good timing in 2020! You literally caught that Covid upswing of people suddenly investing from home. Was that by accident? Or was it already in the works and you just happened to have amazing timing? Was it in response to Covid?

René Basson: I think it was already in the works. It was before I joined, so I think it was already planned and it just happened that the timing worked out quite well for us.

The Finance Ghost: Yeah, sometimes life works out. You’ve got to be in the market to get lucky. That’s the point, including in business, so there’s a lesson in there. There’s obviously some really great data that comes through from this then, and I think it gives direct insights into the behaviour of retail investors in particular, which is really helpful. Obviously the South African savings culture is something that we all know about. What you do at Satrix and what I do at The Finance Ghost is all to try and address this and make it better and get people empowered to invest.

I’m personally very keen to see what nuggets you have in that Christmas stocking of yours from SatrixNOW  – hit us with some stats! Let’s see what’s in there.

René Basson: Yes, I can share some stats. There are two things that we look at – we look at registrations, so individuals who’ve signed up and gone through a FICA process, and then the second piece that we look at is funded clients or invested clients. From a registration perspective, I’m looking at 2023 versus 2024 and the 2024 numbers are to about mid-November. We’re looking at a 9% increase year-on-year in registrations. Then from a funded client perspective, an 8% increase year-on-year, which is really positive considering what the markets have been up to and the economy.

The Finance Ghost: Yeah, that’s really good. I mean, there are not 8% more humans in South Africa, population growth is way lower than that. That suggests that the percentage of people who are coming into the platform and coming into the market is growing over time, which is very happy news.

René Basson: Definitely. Then I can share some nice demographics details with you, some age stats, those are pretty interesting. If you look at the registrations, the average age of someone who’s registered is 32. Then from an invested client perspective, the average age is 41. If we look at it since inception, so since launch in 2015, that average invested age is about 38, so a little bit lower. And then from a gender perspective, registrations are predominantly male, so 55% are male. But if you look at invested clients, it’s 52% female. We’ve seen a 1% increase year-on-year of female investors, which is really encouraging as well.

Then let’s look at location. I don’t know if you have a sense of where you think most of our investors are from, Ghost?

The Finance Ghost: I want to guess Western Cape, but I’m biased. But maybe it’s not that straightforward. Where is it, Gauteng? Probably, if it’s just the number of investors.

René Basson: Yeah, it’s Gauteng, that’s predominantly where the majority of the investors are. We’ve seen a bit of an increase of registrations from Gauteng, the Western Cape, and then followed by KZN, Limpopo and Eastern Cape.

The Finance Ghost: Interesting. So that would reflect the level of wealth in the country overall, not necessarily the trajectory, but just the number of people, which is kind of what you would expect to see.

Also, really interesting age stats actually. I guess it’s that phase of life as people have gone through their roaring twenties where they are paying back student loans and trying to travel a little bit and doing a whole bunch of different jobs and just figuring out what on earth they’re going to do with their lives. And in some cases getting married, not always, maybe having kids – early 30s, obviously this is all very much averages.

Then it seems to be at that point in time they then hit the platform and say, okay, at some point we need to start investing for retirement. I think the nuance here is people always need to remember that a retail investor signing up to invest in exchange traded funds through the SatrixNOW platform is doing this in addition to forced pension savings at work. This is someone who’s actually said and acknowledged and learned that what they’re forced to invest in from a retirement fund perspective through their salary – and it’s usually the case that there’s something, especially if you work for a larger corporate – is not going to get them there. They need to do more, which is absolutely right, then they land in the platform. Very interesting stats.

René Basson: Yeah. That actually gives me a good segue into the average investment amounts of this retail investors.

The Finance Ghost: Now that’s the juicy stuff. I was wondering if you were going to share some numbers. Let’s see.

René Basson: Well, I’ll give you a percentage. Obviously, I don’t want to share numbers specifically, but I think from an average investment amount, 2023 versus 2024, it’s a 61% increase, which is pretty impressive.

The Finance Ghost: I think that’s huge.

René Basson: It’s huge. Yeah.

The Finance Ghost: Is that on the per-month debit order type amount or is that the total account value?

René Basson: Total account value.

The Finance Ghost: Okay. So some of that is the market’s going up, right? It’s still really impressive.

René Basson: Yeah, it is really impressive. And then I’m sure you’d like to know the top funds or the most popular funds?

The Finance Ghost: Yes, definitely.

René Basson: The top five and 2023 versus 2024 are very similar. It’s a very small change. Satrix Top 40, our flagship fund and the oldest ETF in South Africa, is the most popular, both in 2023 and 2024. Then in 2023, it was followed by the Satrix Divi, then Satrix INDI, Satrix MSCI World S&P 500 and then the Satrix Nasdaq 100. I gave you six for 2024. The only difference was Satrix MSCI World ETF was number two, but very, very similar.

The Finance Ghost: That is super interesting. And is that measured by new funds flowing in? Or would that be measured based on the total value of those funds?

René Basson: It’s the total value of the funds and also how much new money is coming in. So how popular the funds are for new investors.

The Finance Ghost: I would have actually expected that the offshore stuff would be higher than that, because that’s where you can go and invest in Apple and Microsoft and all the fun stuff. It seems like lots of people are still piling into local funds, which is quite interesting. I don’t know, some clear familiarity bias maybe?

René Basson: Possibly. I really am not qualified to comment on that, to be honest. But I think the local stuff is still very popular, as we can see on the platform.

The Finance Ghost: No, it is definitely. Look, I can tell you from Ghost Mail and my own insight into this is that even though I beat the drum very often that offshore exposure is really important and that’s where you are genuinely buying the world’s best companies and everything else, I personally think it’s familiarity bias because I can see if I put out an article on local news versus something really important on international news, the local news will just get way more hits. It just will. I think there is an element of wanting to read about stuff that’s close to home. Maybe people think that’s where they have an edge, I’m not sure? Maybe the offshore stuff is just quite scary? Whatever the reason is, that seems to come through in your stats as well. So that makes sense.

René Basson: Yeah, it is interesting to see the MSCI World ETF move up into second place from 2023 to 2024. I think Satrix 40 might be familiar, people know it, it’s been around the longest. It’s probably why it’s so popular. Then MSCI World number two now, so there is a little bit of a shift we’re starting to see.

The Finance Ghost: Yeah, the Satrix 40 was the first share that I ever bought on the market. I remember it clearly when I opened my own – it wasn’t a brokerage account at the time – I would have done it, I’m sure I would have done it directly through Satrix. This were before the days of EasyEquities when it was a lot easier to do this. It would have been directly through Satrix. It probably would have been, I want to say, 10 or 11, maybe even 12 years. Somewhere there. Anyway, it shows how long this has been around, actually. Satrix 40 has been around forever.

René Basson: Yeah, definitely. Then I wanted to give one last random stat just in terms of our app downloads. We’ve actually had about 5,000 app downloads in the last year and surprisingly the majority are iOS downloads versus Android.

The Finance Ghost: No surprise there. Based on my podcast stats, I can tell you there’s definitely an over-indexing of Apple. I think Apple phones are just more expensive and so people who have spare income tend to have Apple devices. I personally have an extremely broken Xiaomi. It really is a complete basket case of a cellphone. I’m becoming my dad where I just want something that “makes phone calls” – it’s mildly embarrassing. I cannot bring myself to spend money on what Apple wants for a new iPhone. So here I am with my very broken Android. I guess I’m somewhat the exception because I also see that trend towards iOS in all the podcast stats. I’m not surprised that your app is giving you the same sort of information there.

I think let’s move on then from the SatrixNOW stats, which really have been pretty interesting, into this concept of money dysmorphia, which I think is a really important topic at this time of year. You wrote a pretty interesting article on this recently. It’s not a term that I’d really heard before. I think it’s quite clever how it sort of all comes together. Let’s start right at the beginning, which is in simple terms, what is money dysmorphia?

René Basson: It’s not a clinical term, it’s an internet term. It’s used to describe a warped or rocky relationship or perception of your finances. I’ll give you an example. You, no matter how much money you make, might feel financially insecure. You might have a lot of money in the bank, but you still feel like you don’t. Or, if you are really cash strapped and on a tight budget, you’re still impulse buying, so you’re not really believing the reality of your finances. I would say that some stress around money and finances is obviously quite normal, but this is worse than the standard concerns around cost of living. It’s more like obsessive or distorted, I’d say.

The Finance Ghost: Interesting. So that sounds like a very unhealthy habit and I would imagine that social media probably doesn’t help with this, especially among younger generations and the good old Instagram feed of people living their very best lives or talking about – I mean, I’m going to be honest, I think some of the FIRE-type content that I see is just as bad. I know it’s actually an unpopular view that I have, but I also don’t think that making people feel terrible about buying anything nice is healthy either. I really don’t. It’s as bad as living beyond your means.

Just aim for something in the middle. I really don’t understand this whole “I’m going to live like I’m poor for the best years of my life so that I can retire with lots of money when I’m too old to do anything with it anyway” – I will never understand that for as long as I live.

René Basson: No, I agree. I have the same kind of outlook as well. Social media is definitely aggravating these feelings of inadequacy, I suppose that’s what you could call it. And also, as a society, we tend to keep finances and money worries or stresses very private. That’s just what we do, right? We don’t talk about it very often.

I think we also developed this idea of wealth and what success looks like. You see all of this stuff online and I want to say you scroll on social media and you see everyone living their best lives, to quote the social media terms. You might actually be doing fine financially, but it’s trying to keep up with people, at least the perception that you’re trying to keep up with people.

If you look at Black Friday and Cyber Monday, you’re getting bombarded with online ads on social media. It’s ridiculous. I definitely think social media aggravates this and makes us feel pretty bad about things.

The Finance Ghost: Yeah. The more common one is the “keeping up with the Joneses” point, living beyond their means. It’s all that kind of stuff. I can understand why people do that. It’s a very easy trap to fall into. Obviously, we all want nice things and it’s frustrating when you can’t have them. It takes a lot of discipline to say I actually don’t need this thing, or I can’t really afford this thing, especially when you have the money.

There’s a very big difference between “I have R100” and “I can afford to spend R100 on this thing” – those two things are not the same thing. Just because you have the money in your pocket doesn’t mean you can afford the thing you’re looking at. Not understanding that difference is what gets people into all kinds of trouble.

The other thing you referenced there, which is in some ways even more interesting, is this mindset of: “I still can’t afford this” – I think it’s often when people haven’t really grown up with much and then they get to a point where they actually have money in their lives and then they still struggle to actually spend it, they go the other way, where they live beneath their means, but almost to a level where it’s unhealthy, right?

René Basson: Definitely. I think childhood definitely affects how we socialise. How we’re brought up and the relationship with money is definitely affected by that. I think, if you grew up in an environment where, say, money was a source of tension or it was scarce, and parents might have said money doesn’t grow on trees, we’ve all heard that, you’re probably internalising that and you develop an anxiety around money.

Even if you are doing pretty well, you might find it quite hard to spoil yourself or spend your money on something that you would enjoy. Then conversely to that, maybe you grew up in an environment where money wasn’t a problem and it was quite freely available, then you would probably adopt a more carefree attitude to money as an adult.

There’s a culture aspect to this too. Some cultures see being spendthrift and frugal as a virtue, whereas others see kind of consumption as normal. I guess it’s around trying to recognise these patterns and trying to break them. The first step is to reflect on your behaviours and your patterns and how that’s affecting your financial decision-making and then understanding, educating yourself, setting some goals, getting support if you need as well.

I think it’s a very complex area of human nature, that would be the way I would describe it.

The Finance Ghost: Yeah, it is. We all have our own tricks to deal with it. My journey has been one of not growing up with any spare money at all. There was a ton of pressure to get bursaries if I wanted to study what I wanted to study. There was just never anything spare. Then if life goes to plan and you get to your adult life and you have some spare money, it actually takes you a while to believe it! Then you have to be careful not to go, oh, you know, abundance!  That also doesn’t work.

I find my personal journey has been a pendulum. At times, you feel like you start too far one way and then you swing much too far the other way, and then you go, okay, I’ve got to rein it in now. Maybe that’s what most people have to go through. They almost have to taste the full spectrum to then find the middle, because it’s quite difficult unless you’ve done that. Where is the middle? If you don’t know where the ends are, how on earth do you know where the middle is?

René Basson: It’s really difficult, honestly. I remember for me, when I first started earning money. My first job, it was like, wow, I’ve got all this cash. And like you fall into the traps of spending money very easily.

The Finance Ghost: Yep. No, you absolutely can. Look, I think it helps if you are very disciplined around, okay, this is the amount I need to save and invest every month. Then if this is what works for you, you can literally treat the rest as fun money. Then it almost doesn’t matter what you spend it on.

That doesn’t work for me because I still treat everything in isolation. I actually learned that in my corporate advisory days because I was working with clients who were literally billionaires. Then you would, I don’t know, finish a meeting with them and then there’d be a place just outside and then you’d need to buy lunch or coffee or something. A lot of these people, especially really hard-working, self-made, built-it-up-from-nothing, took-risks-in-businesses people, you try sell that person a coffee for twice what it should cost and they won’t buy it. They could buy that whole coffee shop 30 times over, but don’t rip them off on that one coffee!

I think that was such a cool lesson and my approach in life is treat everything as a separate thing. I know what a coffee should cost and so if it doesn’t cost that, it’s annoying and I’m probably not going to buy it even though I can afford it. Similarly, I don’t beat myself up about an overseas holiday because that thing costs a lot of money whether you like it or not. It’s wonderful and it’s great to be able to do it even though you can buy a gazillion coffees for the same price as your overseas holiday.

That’s been my personal method, just compartmentalise everything I look at and ask: is this thing worth it? In isolation – regardless of how much money I do or don’t have. That’s something that has worked very well for me.

René Basson: That’s a great approach, actually. It’s definitely something you’ve got to keep reminding yourself of because you don’t want to – as you said earlier, you want to enjoy your life. Actually when you do have the ability to buy a gazillion coffees, even though you probably wouldn’t, knowing the value of something is also very important because it helps you enjoy it. It’s better than it would be if we’re just spending frivolously.

The Finance Ghost: Absolutely. It really keeps you out of trouble, so it’s quite important. I also saw in your article that you actually referenced gender stereotypes, which is also quite interesting and they might play a role here. I think everyone can fall into this trap – you and I have just proven it on this podcast! But it’s still nuanced for each gender because there are still these societal norms that filter through. There’s still all the societal messaging that filters through. It’s gotten a helluva lot better in the last couple of decades maybe, but it’s still there. In your opinion, how does that affect the gender stereotypes at play here?

René Basson: Gender stereotyping is a huge topic. You could spend hours talking about this. I guess from my perspective, I would say it depends on how you socialised as a child, because that influences how you think about money. It’s. It could be cultural, could be your family environment, could be your community.

I can give you an example. Think of two young kids, a 10-year-old boy and a 10-year-old girl. A young boy might be asked to go mow the lawn and gets paid R20 and he learns that he can do a task and he gets paid for it. He’d probably go to the neighbour and demand R30 and make money that way. A young girl, for example, might be asked to look after her younger sibling because it’s the done thing. She probably won’t get paid for it. She doesn’t learn anything except that she has to work for free. I’m not saying that happens everywhere. I mean that’s just a very general example.

I think women and men prioritise spending differently. Women focus on education, health care, looking after the home, making sure that there’s food on the table, doing the grocery shopping. Men tend to focus on investments and when they do focus on investments, they focus on higher risks. Women tend to focus on lower-risk opportunities and therefore less return. I think also from a financial confidence perspective, women tend to have less confidence when it comes to finances. My example, as you socialise as a child, it’s also an influence.

So yeah, it’s a very complicated and in-depth topic. From a Satrix perspective, we’re also trying to focus a lot on encouraging women investors purely for this reason. I think we’re making small steps and small strides, so all positive.

The Finance Ghost: Yeah, it makes sense. Look, it’s so easy to offend half of earth when talking about anything that is remotely a gender stereotype, but I think a lot of what you’ve raised there is right. I think there’s this world of equal opportunity now – we’re certainly working towards that – and that’s fantastic. It’s maybe not there yet, but it should be and it will be, I hope soon. But I do also think that the genders do apply a slightly different lens when they look at things on average.

Obviously, there are exceptions, but the reason I now believe that is because I’ve had small children and I have friends with small children and you can absolutely see a difference between little boys and little girls. It just is what it is, never mind the academic textbooks or anyone else who may want to shout at me, it’s a fact. Spend time around enough toddlers who are boys and girls and you will see on average there are just certain realities around risk-taking and everything else.

As people become adults, they learn to manage this and it changes, but it is there. So I can understand how that thing comes through on average in how people react to managing their money, etc. It’s important to understand the bias that you might come with depending on what gender you are and where you are on that full spectrum of being affected by this bias.

If you are a very strong risk-taking person, then you need to think about that. Also, if you’re someone who’s very scared of this kind of thing, you’ve got to almost overcome that to learn that actually you’re doing yourself a great disservice. As with most things in life, extremities are not good. Somewhere in the middle is good. If you can understand which extreme you’re at and where your bias lies, then you have a better chance of getting past that and managing yourself better – either being less risk-taking or more risk-taking and finding that appropriate point on the spectrum for your own personality, right?

That’s how you overcome this money dysmorphia, although I know you’ve got a lot of other really practical, great advice on that. Let’s move to that. The article that you wrote had a very cool framework on how to manage some of this money dysmorphia. I’m going to open the floor to you now to take us through that.

René Basson: Thanks, Ghost. Yeah, I agree with your previous statements on understanding your biases and where you are on the spectrum. It does help you.

In terms of dealing with money dysmorphia, I think there are a couple of things you can do practically. First one is to take a step back and really understand your financial situation and where you’re at. When you’re doing that, analyse the patterns, your spending patterns. Why are you impulse spending if you are an impulse spender? Do you do it when you’re stressed or you’re emotional? Consider whether you are worried about values – are you buying or spending money in terms that align with your value? For example, if you’re trying to build wealth for your future generations, or you are wanting to be a philanthropist and work with your community and donate money to charity, find whatever is important to you. Once you’ve been able to do that introspection and understand where the behaviours are, you can work towards building healthier habits.

One of those things is once you’ve done that introspection, set up financial goals. Understand where you want to be short-, medium- and long-term. Are you saving for your retirement? Are you saving for a house, for example, whatever that might be? Because those kind of things are very positive incentives to initiate action.

Then I would suggest speaking to somebody. Get an IFA or a financial advisor to help you if you need to. If you’re in debt, consider a debt counsellor or a credit coach. There are a lot of very talented and qualified people out there that can help give you advice. A trusted intermediary would be a good thing.

Then I would be remiss to not say: keep investing. The SatrixNOW platform allows you to invest with R10. Put it aside, pay yourself first. If you can put aside R10 to R50 a month, then start doing that because you’ll thank yourself in the long term.

The Finance Ghost: Yeah, I completely agree with all of that. I think let’s close off then with just recognising where we are in the year. It is the season for all kinds of stuff. And sadly, one of those things is credit card scams and fraud and getting taken for a ride and your holiday getting ruined by the fact that someone’s now spent a gazillion rand on “Facebook ads” and all the other things that I see online all the time.

Part of personal finance is just managing your own risk, not just around what’s in your portfolio and your own biases and where you are in your journey as a family and all that other stuff. It’s also about being just eternally careful of fraud and scams. I think you’ve probably got some festive tips around some of that stuff to bring this year to a close?

René Basson: Definitely. It’s rife across all brands and all financial institutions. We’re all struggling with the same thing. I think to your point, always be vigilant and be very careful and trust your intuition. From a very practical point of view, if you’re traveling and you’re in the airport with free Wi-Fi, don’t do any financial transactions using free Wi-Fi and stay off your banking apps and your investment apps. Enable your two-factor authentication and make sure your passwords are strong. Then just from an investment point of view, I’d say never be pressurised into investing. If it doesn’t feel right, don’t go for it. If it’s too good to be true, it probably is. I would say those are the key things to keep in mind.

The Finance Ghost: Common sense, right? That’s the way to do it. Like you say, silly things like just using a little bit of data on your phone, rather hotspot it than use the airport Wi-Fi. If you’re going offshore, it’s even more severe, just think about that. I’ve gotten to a point in my life where I just roam. It’s really not that expensive. Then you’re not sitting there struggling with free airport Wi-Fi somewhere exotic – it’s just not worth it. It’s really not. That can very quickly ruin your holiday completely.

You’ve got to be vigilant back home as well. You really do have to just be careful all the time. Keep an eye on your statements. This festive season, you might see your own bad spending habits, but at least you bought something for yourself! It’s a lot worse if someone bought something for their partner instead of you buying for yourself. If a TV went off on your credit card, you better make sure it’s a TV that you bought. Seriously, just stay safe out there.

My last point is just to say thank-you to those who have listened to Ghost Stories this year and the Satrix podcasts. We’re going to do more of them next year. It’s all very exciting. There’s so much to learn – all about the products, all about the behavioural side.

The fact that you’re listening to this and putting in the effort already suggests that you are firmly on the right track. Don’t stop learning, don’t stop sharing these podcasts with your friends and your family who you think would benefit from them. I think don’t be shy to have the conversations about money with people. For some reason, it’s still this taboo topic. People will talk about the most outrageous things, but they will not talk about money. It’s just incredible for me. Make that the topic and actually help people out. Share your insights with them, share content with them that you think is great – from anyone, obviously, not just from me. There’s a lot of really good stuff out there.

Also just reward yourself for getting this far in the year. I think that this is the time to have that extra ice-cream, hang out with your family, go away for the night, just have fun. Watching every cent in December is also not fun. If you go in with a decent plan of how much you can spend, then you can actually spend it with enjoyment as opposed to having regret in January.

To the listeners of the show, have a fantastic festive season. Thank you so much for joining us this year. And René, I think we’re going to have to get you back on here. I’m not sure this can be your only podcast, or are we just going to break you out once a year, like the elf that entertains my son so much at this time of year once a day. Are you going to be our Christmas elf for December shows each year?

René Basson: Maybe. Maybe you can convince me to come back. I don’t know. We’ll see.

The Finance Ghost: There we go. We’ll see how it goes. René, thank you so much. And to the listeners, thank you. Ciao.

GHOST BITES (Bidvest | Gemfields | KAP | Pan African Resources | Transaction Capital)

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Bidvest to sell Bidvest Bank and some other financial services businesses (JSE: BVT)

This is part of a substantial restructuring of the financial services division

The Bidvest management team understands how to allocate capital. They also know which setors they are particularly good at. The reduction of exposure to the financial services sector simplifies the group for investors and unlocks substantial capital.

The major disposal on the table is 100% of Bidvest Bank Holdings to Access Bank, a substantial player with operations in 23 countries. Access Bank acquired Grobank in 2021 as its market entry in South Africa and is now taking a major further step with this R2.8 billion acquisition of Bidvest Bank. For context, Bidvest Bank’s operating income was R377 million in the latest financial year.

Bidvest will apply these proceeds towards the reduction of debt, dropping its net debt / EBITDA from 1.7x to 1.6x.

In other deals, Bidvest has agreed to sell 100% of FinGlobal to Momentum Group and is in the process of assessing binding offers from life insurers for Bidvest Life. No numbers have been given for either of those deals.


Finally, some positive news for Gemfields (JSE: GML)

With the share price down 45% year-to-date, they need it

Gemfields has been having a tough time of it lately. The market for precious stones has been under pressure, especially for emeralds where a large producer seems to be happy to sell at much lower prices than Gemfields would like, causing a downward shift in the entire market. This comes at a time when Gemfields has a substantial capex programme underway and they cannot afford to have major dislocations or negative surprises in the market for these stones.

At least the results of a mixed-quality ruby auction are promising. They sold 95% of the lots offered for sale and achieved record average prices per carat for a mixed-quality ruby auction. I would be careful with putting too much faith in the “record pricing” narrative, as mixed-quality auctions mean that the mix itself can have an impact on pricing.

The other problem for the share price is the volatile situation in Mozambique. The rubies come from Montepuez Ruby Mining Limitada, which is 75% owned by Gemfields and 25% by Mozambican partner Mwiriti Limited. I’m speculating here, but I suspect that the local ownership is the reason why mining operations have been unaffected by the civil unrest in the aftermath of the election.

It can’t all be good news, of course. Mining in Africa is never dull, with the announcement also noting that Kagem Mining (the Zambian emeralds business) has had a legal claim filed against it by a competitor in Zambia. This relates to alleged unlawful occupation of a certain area. This claim follows a separate claim filed by Kagem against the same counterparty just one month earlier, so there’s clearly no love lost there. It’s probably little more than a painful distraction, but it’s still not helpful right now.


Will KAP finally enjoy a meaningful upswing? (JSE: KAP)

There are promising signs in the pre-close update

KAP has given an update for the five months to November 2024, which is essentially a pre-close update for the interim period. Although one would expect the benefits of improved sentiment in South Africa to have flowed through to the business, it doesn’t sound like that is happening yet.

Still, revenue was up for the period, so KAP’s sobering view on trading conditions should be read in that context. Whether or not profitability will be up is a different matter, as there have been various drags on performance. These include ramp-up costs at PG Bison’s new MDF line, higher finance costs for the group as a whole and lower vehicle production at local OEMs, impacting the Feltex business where operating profit has “notably declined” – ouch.

Safripol is the really important division to watch, with KAP suggesting an increase in revenue and operating profit. They talk about improved volumes based on production constraints in the prior period at Sasolburg that seem to have abated, so that’s an encouraging read-through for Sasol. Polymer raw material margins have been stable, albeit not exciting based on global industry overcapacity.

Over at Unitrans, operating profit moved higher despite a smaller fleet size, so that tells a great story for efficiencies. At Restonic, revenue and operating profit increased as they won market share in the bedding market. At Optix, they achieved higher revenue and lower operating profit, which is typical of a start-up in scale phase.

It sounds like the second half of the year might be better than the first half, especially based on the increased capacity at PG Bison’s MDF line. The restructuring activities at Unitrans are paying off and even Safripol sounds like it might be getting better. They also expect net debt to decrease from the second half of the year, which will be a useful underpin to earnings along with hopefully decreasing interest rates.

Interim results are due on 27 February. It doesn’t sound like they will be strong, but perhaps things will look better for full-year earnings.


Pan African Resources gives the market strong guidance (JSE: PAN)

Will gold prices stay high enough to make this really lucrative?

Mining houses can’t do anything to control the price of the commodity that they produce. All they can do is focus on maximising production and minimising costs, giving themselves the best possible chance to get lucky.

It looks as though Pan African Resources is doing a solid job of that, with strong guidance for gold production. Thanks to recent investment in production, they expect the six months to December 2024 (1H’25) to be in line with 2H’24. They expect full year 2025 production to be 16% higher year-on-year. Looking ahead to FY26, the expectation is a further jump of 12.7% at the midpoint.

This excludes the acquisition of Tennant Consolidated Mining Group (TCMG), so that shows the value of the investment made by Pan African in its other operations, especially the Mogale Tailings Retreatment operation. It also sent a strong message to the market that Pan African came in below budget and ahead of schedule at Mogale, the holy grail for any construction project.

By February 2025, Pan African expects its gold hedges to have unwound, so they will be fully exposed to the spot price. That’s good news based on current prices. If the prices continue, debt at Pan African will be a thing of the past in the next 12 to 18 months.

It’s not all smooth sailing of course, especially in mining. The Evander Mining production ramp-up has delivered some headaches along the way, although those issues have now been resolved.

The share price is up a whopping 110% year-to-date, which is what happens when production comes on stream at the same time as strong gold prices.


Transaction Capital needs new brooms to sweep clean at Nutun (JSE: TCP)

Even the core business had a disappointing year

Transaction Capital has released results for the year ended September. It was an historic year for the group, albeit not for happy reasons. They separately listed WeBuyCars and raised R1 billion in the process. They had to sort out holding company net debt and contingent liabilities, while making extensive reductions to head office costs. Various non-core subsidiaries of Nutun were also on the chopping block, along with the sale of a controlling interest in Mobalyz to a management consortium.

It’s like taking a block of mouldy cheese and cutting away as much as possible to see if there’s any good stuff left. The latest results suggest that even Nutun wasn’t safe from the mould.

Core continuing headline earnings for Nutun fell by a nasty 85% to R54 million. The South African business suffered from group funding constraints for new book acquisitions, along with problematic payment behaviour by consumers that made the books less lucrative. Interest costs also moved sharply higher. At Nutun International, it sounds like the issues were more once-off in nature, although time will tell.

If you include the legacy head office costs, then Transaction Capital’s core headline loss from continuing operations was R92 million. Remember, this doesn’t even include the problems at Mobalyz!

Clearly, there’s a lot of work to be done here. Much of the focus has been on the balance sheet, which will benefit from the disposal of parts of Nutun as well as new commitments from main funders. There’s new management in place as well, with a strategy to focus on BPO services. They are now pushing the BPO narrative hard, which means they want to be seen as more than just a debt collection business.

Importantly, there are also further reductions in head office costs, such that it will now be collapsed into Nutun for reporting going forward. This is because there’s actually nothing else left in Transaction Capital that they are actively managing, so there’s no point in a reporting structure that makes them look like capital allocators. They are now operators of a single division, with other investments that will hopefully produce long-term benefits.

Nutun is targeting a medium-to-long term return on equity of between 20% and 25%. Let’s see what happens.


Nibbles:

  • Director dealings:
    • Carl Neethling has bought shares in Ascendis (JSE: ASC) worth R12.3 million in an off-market transactions. Also in off-market transactions, Calibre Investment Holdings bought a net R37.6 million worth of shares. Further important disclosure is that International Finance Corporation no longer holds any shares in the company, while Calibre now has a 27.43% stake.
    • A director of Motus (JSE: MTH) has sold shares worth R2.5 million.
    • Two directors of a major subsidiary of RFG Holdings (JSE: RFG) received share awards and sold the entire lot worth R480k.
  • Conduit Capital (JSE: CND) has released its quarterly update, something that companies that are suspended from trading are forced to do. One source of upside is the R50 million arbitration award in favour of Conduit Capital against Trustco Properties. They are taking steps to enforce the award. As for the R55 million sale of CRIH and CLL to TMM, the parties are hoping for a positive response from the Prudential Authority after a successful application to the Financial Services Tribunal to overturn the initial decision. The sale of property agency Century 21 for R7.3 million is only contingent upon the approval by the international master franchise agency, following which cash should flow. Finally, they have a lot of catching up to do on financial reporting – all the way back to the six months to December 2022!
  • Murray & Roberts (JSE: MUR) has withdrawn its cautionary announcement. Before you get excited, this is purely a technicality. The shares are suspended from trading due to business rescue proceedings, so you don’t need to trade with caution if you aren’t able to trade anyway!
  • Shareholders of Visual Holdings (JSE: VIS) voted strongly in favour of the issue of shares to related parties to improve the group balance sheet.
  • Combined Motor Holdings (JSE: CMH) is moving its listing to the General Segment of the Main Board of the JSE, following in the footsteps of several other smaller listed groups.

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

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A consortium of investors, comprising Entsha owned by the DKMS Group, which is ultimately owned by Barloworld CEO Dominic Sewela, and Falcon Holdings, a wholly-owned subsidiary of the Zahid Group, has announced a firm intention offer to acquire Barloworld from minority shareholders for R120 per share. The R17,2 billion offer, via newly incorporated SPV ‘Newco’, will not be reduced by the R3.10 per share dividend announced recently, representing a total value unlock of R123.10 per share. The share traded at R65.72 pre-cautionary on 12 April 2024 and around the R93 mark before the announcement. The offer excludes 43,47 million shares held by the offerors including the 3.5% stake held by the Barloworld Foundation, which will remain as its B-BBEE shareholder. Khula Sizwe., the c.R2,9 billion empowerment vehicle with 29,000 beneficiaries including Barloworld employees and public black industrialists, will dispose of its shares in terms of the scheme but existing property leasing arrangements will remain in place post the transaction. Entsha will hold the majority of the voting and economic rights in Newco, enabling Barloworld to further enhance its direct BEE ownership. Zahid Group has sector expertise which it will leverage to grow the business.

Sibanye-Stillwater has reached an agreement to dispose of the Beatrix 4 shaft, which includes the Beisa uranium project to Neo Energy Metals. Sibanye placed Beatrix 4 shaft on care and maintenance in 2023 primarily due to declining gold reserves and a depressed uranium price. The deal will allow the project to be developed by Neo Energy while Sibanye will retain exposure to future uranium production. The transaction consideration of R500 million will be settled with R250 million in cash and R250 million in newly issued shares in Neo Energy, equal to a c.40% shareholding in Neo Energy. Sibanye-Stillwater will also receive a royalty on all uranium sold from project at varying rates, depending on the spot uranium price, with a maximum of US$5.00/lb. Neo Energy which will assume responsibility for the rehabilitation and environmental liabilities for the shaft, will need shareholder approval for a Rule 9 Waiver in terms of the City Code of Takeovers and Mergers and has for this reason secured 46% irrevocable support from shareholders for the transaction.

NEPI Rockcastle has signed a binding agreement to acquire HELIOS SCC, which owns Silesia City Center, a shopping centre located in Katowice in the Silesia Province of southern Poland, for an aggregate €405 million. Concurrently NEPI acquired Elco Energy and Elco ICT for €1,5 million – companies which provide communication infrastructure and energy services for the tenants in the property. This follows the €353 million (R6,7 billion) purchase by NEPI of Magnolia Park in Wroclaw in September.

Bidvest has disposed of 100% of Bidvest Bank to Access Bank plc for R2,8 billion. Access Bank has been operating in South Africa since 2023 following its acquisition of Grobank. The proceeds of the disposal will be used to settle existing debt. According to the company, on a pro-forma basis, Bidvest’s net debt/EBITDA reduces to 1.6x compared with the reported 1.7x as at 30 June 2024. Bidvest has also concluded an agreement to dispose of 100% of FinGlobal, a financial emigration solutions business, to Momentum. Financial details of this transactions were undisclosed. The asset sales do not constitute categorised transactions and therefore do not require shareholder approval.

Sabvest Capital has entered into a share swap which will see Sabvest exchange its 47.5% holding in Flexo Line Products for a 23.75% stake in Amicus Investments. Amicus is a holding company for investments engaged in the manufacture and distribution of high-quality injection moulded plastic products which include products for the spice, food and catering industries in South Africa and internationally. Flexo is the largest manufacturer of these products in the Southern Hemisphere.

Vodacom and Remgro have extended the longstop date for Vodacom’s acquisition in November 2021 of a 30% stake in Maziv to 15 January 2025. Maziv is the entity that will house all the fibre assets owned by Community Investment Ventures including Vumatel, and Dark Fibre Africa.

Sweden’s development finance institution, Swedfund and the Danish Investment Fund for Developing Countries, IFU, have partnered with Johannesburg-headquartered Sturdee Energy. The partnership aims to accelerate the expansion of renewable energy in Southern Africa, with the primary focus on South Africa. To this end, Swedfund and IFU will each commit US$22 million in direct equity investments to support Sturdee Energy’s growth initiatives. Sturdee Energy specialises in developing renewable energy projects across Southern Africa with the aim of supporting economic growth and socio-economic development through sustainable energy solutions.

Weekly corporate finance activity by SA exchange-listed companies

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Prosus has reduced its shareholding in Tencent to 23.995%. The proceeds from the open market disposal of 474,000 ordinary shares will be used to fund the company’s continued implementation of its repurchase programme.

Following the results of the scrip dividend elections, Oasis Crescent Property will issue 529,634 new units in the company in lieu of a final cash dividend, resulting in the reinvestment of R15,73 million. Datatec will issue 2,965,247 new ordinary shares resulting in a capitalisation of distributable retained profits in the company of R116,32 million.

Pan African Resources will issue 112,812,217 new shares as payment for the US$54,2 million (R943 million) acquisition of Tennant Consolidated Mining Group in early November 2024.

The JSE welcomed the secondary listing of Supermarket Income REIT on 13 December 2024. The UK-based, LSE-listed real estate investment trust is an investor in omnichannel supermarket properties across the UK and France. The secondary listing, by way of the fast-track listing process, saw 1,246,239,185 shares list on the Main Board in the Retail REITs sector.

The JSE has approved the transfer of the listing of Sygnia to the General Segment of Main Board with effect from commencement of trade on 10 December 2024. Marshall Monteagle and Ayo Technology Solutions followed suit on 11 December and Combined Motor Holdings on 13 December 2024. The listing requirements in this segment are less onerous for the smaller cap firms.

Following the implementation of the acquisition by NewRiver REIT of the shares of Capital & Regional (C&R), the C&R shares, listed on the LSE and JSE, were suspended and will delist from the JSE on 27 December 2024.

The Board of Dipula Income Fund will ask shareholders at the next AGM in February 2025 to approve a change of name to Dipula Properties which, the Board believes, more accurately reflects the nature of the company’s business. If approved, the name change will be effective 12 March 2025.

Hammerson plc continued with its programme to purchase its ordinary shares up to a maximum consideration of £140 million. The sole purpose of the buyback programme is to reduce the company’s share capital. This week the company repurchased 440,841 shares at an average price per share of 290 pence.

In line with its share buyback programme announced in March, British American Tobacco this week repurchased a further 358,290 shares at an average price of £29.72 per share for an aggregate £10,65 million.

During the period 2 – 6, December 2024, Prosus repurchased a further 3,192,838 Prosus shares for an aggregate €126,4 million and Naspers, a further 233,242 Naspers shares for a total consideration of R1 billion.

One company issued a profit warning this week: Transaction Capital.

During the week, five companies issued cautionary notices: Europa Metals, Astoria Investments, Barloworld, Murray & Roberts and Transaction Capital.

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

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Pan-African infrastructure investor and asset manager, Africa50, has invested US$15 million in Egypt’s Raya Data Center to acquire a 42.9% stake. The funding will be used to establish a new Tier III data centre in Egypt. Raya IT will be investing an additional $10 million into the project and plans to raise an further $10 million required to complete the project from financing institutions.

Aradel Holdings Plc, the NGX-listed integrated energy company, has acquired a 5.14% equity stake in Chappal Energies Mauritius. Financial terms were not disclosed. Chappal Energies signed a SPA in July 2024 with Total Energies to acquire a 10% stake in the SPDC JV in Nigeria and at the end of November, announced that it had acquired Equinor Nigeria Energy Company which holds a 53.85% stake in Nigerian oil and gas lease OML 128.

JSE-listed Bidvest Group has announced the sale of its entire banking business to Nigeria’s Access Bank for ZAR2,8 billion (c.US$158 million). Access Bank entered the South African banking market in 2020 through the acquisition of a controlling stake in Grobank. The banking group operates in 24 countries around the world including 16 in Africa.

Nigeria’s Biilboxx, a fintech specialising in invoicing and cash flow management for SME’s, announced that it had raised US$1,6 million in pre-seed funding. Norrsken Accelerator, Kaleo Ventures, 54 Collective, P2Vest and Afrinovation Ventures participated in the combined debt and equity raise.

Senegalese healthtech, Eyone Medical, has closed a US$1 million fundraise from Sonatel ($855,000) and BICIS Groupe ($145,000).

British International Investment platform, Growth Investment Partners Ghana has made undisclosed investment in Ghana’s Rikair Company. Rikair is a local provider of medical oxygen, equipment and infrastructure.

Incofin Investment Managers and its Nutritious Foods Financing Facility partners, the Global Alliance for Improved Nutrition (GAIN), USAID and the Swiss Agency for Development and Cooperation, have announced a total investment of US$1,55 million in East Africa’s Truk Rwanda and Senegal’s Couvoir Amar, to enhance food security and nutrition in sub-Saharan Africa. Truk Rwanda is a logistics company providing cold chain storage and transport for fresh fruit and vegetables. Couvoir Amar operates within the Senegalese poultry industry.

Taranis Investment, the investment division of the Perenco Group, announced the acquisition of the Africa business of Akuo, an international developer and producer of renewable energy. The deal includes the 50 MW Kita, the largest solar farm in Mali, commissioned by Akuo in 2020.

Navigating seller risk in share-for-share transactions

There are various ways in which an acquirer can purchase a stake in a target company. The most common method is the payment of a cash amount by the acquirer to the seller, in exchange for the seller’s shares. Other methods include asset-for-share and share-for-share transactions.

In a share-for-share transaction, the acquirer acquires the seller’s shares and, in exchange, the seller receives shares in the acquirer. Share-for-share transactions offer various benefits to sellers and acquirers, including:

  • potential upside for the seller if the acquirer’s share value appreciates;
  • tax efficiencies (Section 42 of the Income Tax Act makes provision for these transactions to be tax neutral);
  • preservation of cash and debt capacity; and
  • lower transaction costs.

Like any M&A deal, share-for-share transactions are not without risk. In recent years, there have been several high-profile deals which either collapsed or the sellers suffered significant losses.

In 2016, retail giant Steinhoff acquired footwear retailer, Tekkie Town.1 In exchange for 58% of the shares in Tekkie Town, the founding shareholder received Steinhoff shares worth R1,85 bn. A year after the deal was concluded, Steinhoff imploded after its auditors discovered that it had been overstating its profits for over a decade. Following the revelation, Steinhoff’s share price plummeted by more than 95%. Without oversimplifying, the impact was that each R1 worth of shares that the seller had received in the Tekkie Town deal was suddenly worth five cents.

This transaction highlights the risks that sellers are faced with in share-for-share transactions. Sellers need to be aware of the risks and take steps to protect themselves. Some of the ways to mitigate downside risk include due diligence, earn-out arrangements, warranties and indemnities, price adjustment mechanisms and escrow arrangements.

Before accepting shares in the acquirer as consideration, the seller must take steps to establish that it is receiving shares in a financially sound entity. It is vital for the seller to conduct some form of due diligence on the acquirer to get insights into the latter’s affairs, on which the value of the acquirer’s shares is premised.

Due diligence should focus on, among others, the financial statements, tax and legal affairs, governance, reputational issues, and any other factors that impact the value of the acquirer’s shares.

Obtaining warranties and indemnities from the acquirer is another way for a seller to mitigate risk.

A warranty is a contractual assurance by one party – in this case, the acquirer – to another as to the true state of the affairs of the acquirer. If a warranty later turns out to be false, then the seller may have a claim against the acquirer. An indemnity is a promise by one party to hold the other party harmless in the event that a loss arises from a specific event.

To mitigate its risk, a seller may seek warranties and indemnities in respect of, among others, the accuracy and truthfulness of the acquirer’s financial statements, tax compliance, and losses resulting from the conduct of the seller or its directors.

Shareholders in the 2014 Alviva deal saw a significant decline in the value of the shares they had received in the acquirer, when a director of the acquirer was implicated in a bribery case after the conclusion of the transaction.2 Well drafted warranties and indemnities in respect of acquirer conduct can mitigate the seller’s risk in such cases.

The seller may negotiate an earn-out arrangement, in terms of which it will only accept a portion of the acquirer’s shares upfront, and only accept the remainder if the acquirer meets certain performance targets. Such a target may be a revenue target, or that the acquirer’s share price reaches a particular value after a certain period (the earn-out period). An earn-out may be structured in a way that ensures that the seller is entitled to an agreed cash amount instead, or a return of some of its shares if the acquirer fails to meet the performance targets.

Price adjustment mechanisms may be applied if certain events occur during the negotiation of the deal or once it is concluded. An example of an adjustment mechanism the seller may use to mitigate against downside risk is a material adverse change provision, in terms of which the purchase price is adjusted downward if the value of the acquirer’s shares falls below a certain threshold before the deal is finalised. Alternatively, the seller may be entitled to an additional cash amount if the acquirer’s share value decreases within a certain period after the conclusion of the deal.

An escrow arrangement, where the seller’s shares are held in trust for an agreed period, may also be used to protect the seller against breaches of the acquirer’s warranties and indemnities. Depending on the terms agreed between the parties, the seller may be entitled to a return of the shares held in escrow in the event of a breach by the acquirer.

While share-for-share transactions offer various benefits in M&A deals, it is clear that they should be approached with the necessary level of caution. A share-for-share deal presents the seller with comparatively more risk than a share sale where a seller receives a cash amount. In light of this, it is crucial that sellers take the necessary steps to mitigate their risk before accepting the acquirer’s shares as consideration.

1. Steinhoff International Holdings N.V v Tekkie Town (Pty) Ltd [2016] ZACT 103.
2. The bribery charges against the acquirer’s director were subsequently withdrawn.

David Hoffe is a Partner and Tuelo Mokoka and Siyabonga Nyezi are Associates | Fasken.

Reimagining sustainable development in African mining: the Catalyst Approach

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In the complex landscape of African mining, particularly in South Africa, the concept of sustainable development has long been a point of contention. Mining companies, faced with increasing pressure to contribute to long-term community development, often view these initiatives as an additional tax – a perspective that can hinder both mining operations and genuine sustainable growth.

A paradigm shift is needed: from viewing mining companies as direct providers of development to seeing them as catalysts for sustainable economic ecosystems.

The traditional approach to sustainable development in mining regions has been characterised by the direct provision of services and infrastructure by mining companies. This model, while well-intentioned, presents several critical issues, such as:

  • Increased operational costs: Mining companies often see sustainable development initiatives as an additional financial burden, potentially driving away investment and increasing cut-off grades, thereby sterilising minerals that could otherwise be economically extracted.
  • Misaligned responsibilities: Local municipalities, facing their challenges, increasingly push their responsibilities onto mines. This blurs the lines between corporate social responsibility and governmental duty.
  • Lack of recognition: Despite significant investments in schools, clinics and other infrastructure, mining companies receive little recognition. Host communities often view these provisions as rights, rather than corporate contributions.
  • Post-closure unsustainability: Services and infrastructure provided directly by mines often become unsustainable after mine closure, leaving communities vulnerable.
  • Siloed approaches: Different departments often pursue separate sustainability initiatives within mining companies, missing opportunities for synergy and efficiency.

To address these challenges, we propose a shift towards a “catalyst model” of sustainable development. In this approach, mining companies focus on creating conditions that catalyse broader economic development and attract diverse investments. Key elements of this model include:

  • Strategic infrastructure development: Instead of building infrastructure solely for mining operations, companies should design and develop infrastructure that can serve as a foundation for diverse economic activities post-mining.
  • Land use planning for the future: Mining companies should engage in long-term land use planning, considering how mining lands can be repurposed for agriculture, tourism or other industries after mine closure.
  • Skills development for diversification: Training programmes should focus not just on mining-related skills, but on transferable skills that can support a diversified local economy.
  • Incubation of local businesses: Mining companies can act as incubators for local businesses that can serve the mine but are not wholly dependent on it, fostering a more resilient local economy.
  • Collaborative governance models: Developing structures for collaborative decision-making between mining companies, local governments and communities can ensure more sustainable and widely accepted development initiatives.

Embracing this catalyst model offers several benefits, such as reducing the perceived extra operational costs, which can make mining investments more appealing. Concentrating on initiatives with multiplier effects ensures more efficient resource utilisation, which fosters the development of a diversified local economy that can prosper beyond the mine’s lifespan. By acting as catalysts, rather than service providers, mining companies can contribute to clearer stakeholder roles and responsibilities, potentially enhancing overall governance and service delivery. A successful catalyst approach can substantially improve community relations and strengthen the social license to operate.

Transitioning to a new catalyst model will necessitate significant adjustments from all parties involved. Governments must establish policies that encourage and reward this model, possibly through tax incentives or licensing regulations. Mining companies should adopt a more cohesive approach, breaking down departmental barriers to fully leverage the catalytic potential of their operations. Transparent communication with communities and other stakeholders is essential to manage expectations and emphasise the long-term advantages of this strategy.

New metrics will be required to gauge the effectiveness of sustainable development initiatives, focusing on long-term economic resilience, rather than short-term service provision. Furthermore, mining companies should collaborate on regional development initiatives, combining resources and expertise for a more substantial impact.

The catalyst model represents a transformative approach to sustainable development in mining regions. By shifting from direct provision to strategic enablement, mining companies can contribute to truly sustainable development while potentially reducing costs and increasing investment attractiveness.

Adopting this approach demands a long-term vision, creative problem-solving, and a collective effort from all parties involved. While challenging, the benefits of this transformation – thriving local economies, strengthened community ties, and a more environmentally conscious mining sector – make it an essential and worthwhile pursuit.

As we navigate the complex challenges of sustainable development in African mining, the catalyst model offers a promising path forward. It’s time for mining companies, governments, communities and investors to embrace this new paradigm and work together towards a more sustainable and prosperous future for mining regions across the continent.

Bruce Dickinson is a Partner | Webber Wentzel

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

IG MARKETS PODCAST: The Trader’s Handbook Ep13 – Building your trading blueprint: season finale of The Trader’s Handbook

In this final episode of The Trader’s Handbook, Shaun Murison joined me to wrap up an insightful season by exploring the cornerstone of trading success: crafting a solid trading plan.

From setting realistic goals and managing risks to refining strategies and maintaining discipline, we covered the essentials that help traders stay on course in a chaotic market.

Whether you’re just starting or looking to fine-tune your approach, this episode provides actionable advice and reflections from a season packed with trading wisdom. Don’t miss this culmination of key lessons and practical tips designed to elevate your trading game.

Whether you’re new to trading or looking to refine your approach, this episode provides practical insights into leveraging technology to stay ahead in the markets. To open a demo account, visit this link.

Listen to the episode below and enjoy the full transcript for reference purposes:



Transcript

The Finance Ghost: Welcome to this episode of The Trader’s Handbook. We’ve made it – this is the very last one. You’ve also made it if you’ve joined us throughout the season. Thank you so much for that. If you are only listening to this as the first one, then kudos to you. I always have respect for anyone who starts backwards. Maybe go and listen to some of the other stuff as well because there’s some pretty good stuff in there.

This is episode 13 and it’s the last one of The Trader’s Handbook. We’ve covered a lot. With Shaun Murison from IG Markets South Africa, we’ve covered everything from the absolute basics of trading – what does it mean to be long? What does it mean to be short? We’ve dealt with the impact of leverage and how CFDs actually work. We’ve done key risk management strategies like stop losses and all the different types that you can use.

We’ve talked about some of the trades that I tried throughout the season with varying levels of success, as you would expect in the market. Some worked out pretty well, others did not at all. And I’ve learned some really good lessons along the way through that process and it really just proves how important it is to open a demo account, something that we’ve talked about a lot on this podcast season.

You can go and open up a demo account with IG. You can go and try this stuff out before you put real money in. Rather go and make the mistakes with the play-play money and learn from that.

We’ve also talked about trading indicators and we’ve talked about technical analysis tools. We’ve talked about the IG Markets Academy, which I’ve got to say really is a great source of information in that regard and I would highly recommend that budding traders go and check it out – and also just anyone really, because there’s always something to learn. No one knows everything and I think the Academy is a wealth of information. It’s free to read. Go and check it out. There’s so much in there.

We’ve discussed different asset classes as well. We’ve discussed the different instruments you can trade. We had a show on index trading. We had one on forex. We had a very popular one on commodities. It seems like people definitely want to be out there trading gold and oil. Maybe it’s just a reflection of where the gold price has been this year? It’s been a very strong year for gold, but still. That was particularly interesting for me given my background in single stocks. I came into this podcast series understanding single stocks investing, I like to think reasonably well.  I have very much an equities background. Trading single stocks is something completely different. I think when you start to see what the benefits are of trading stuff like an index or forex or commodities, that really comes through.

In the last show, we talked about the tech of trading, so concepts like scanning for opportunities and doing back testing and all of the stuff you can do on the IG Markets platform.

It has been a pretty great season. It’s quite fun to look back on all the shows and realise just how much we’ve covered. To bring it home and to bring the season to a close, we are doing a podcast on trading plans now. I think we’ve made it pretty clear on this podcast season throughout the podcasts, actually, that trading is very exciting, yes, but it is also complicated. If you think it’s easy and you follow people on Instagram with their fancy cars that they stood in front of for a millisecond to take a photo in front of – someone else’s car – to show you how easy trading is and how much money they make, that’s not how it works in the real world. Yes, you can make a lot of money trading, but it is difficult and I think the trading plans really help to just maintain your sanity and tie it all together. So that is where we will be finishing off as we tie this whole season together.

Shaun, that was a long intro, but I wanted to give people a flavour of what else they can go and find in case for some reason they’ve joined us here for the first time. Thank you for doing this with me. The last one, Shaun, you’ve made it!

Shaun Murison: We made it. It’s always a pleasure, though. I’ve enjoyed the season very much.

The Finance Ghost: No, it’s been great, I must say. Let’s dive into trading plans and I think let’s just start with the basics, right? In the simplest terms possible, what is a trading plan?

Shaun Murison: Okay, so a trading plan, very simply, is like a business plan, especially if you view trading as a business. How are you going to go about your business? How are you going to manage your risk? How are you going to manage your expenses? Your income? How are you going to allocate time? It’s really just creating an all-encompassing system around how you’re going to approach getting involved in the markets, trading the markets, and how you’re going to improve as you go along, growing that business.

The Finance Ghost: I think previously in the season when we actually talked about how you manage trading losses and your mindset around that, you made that analogy that trading is a little bit like running a business. So rather than beating yourself up about, oh, I lost money like this, why am I here? It’s more like, okay, these are the expenses, and as long as I’m coming out with a profit, I’m kind of doing okay.

I think the business plan analogy ties in quite well with that actually. And this is important stuff. Look, I’m not a great poster child for business plans. I never actually did one for The Finance Ghost on paper, but I certainly had one in my head. I think a lot of people do that. You’ve got to have a plan, you’ve got to have a strategy, otherwise what are you doing? You’re just going to wake up every day and just see what you feel like that day. That’s not going to end well for you or anyone around you, so this is important stuff.

I think with trading, it’s even worse because there’s just so much noise out there every week, right? You get absolutely bombarded with news and headlines and data that you can trade. There are a gazillion instruments out there. You can randomly wake up one Tuesday and say, oh, today I feel like trading forex and the next day you’re trading equities. You can really hurt yourself. I think it’s much worse in some respects than a business. You can’t wake up in your business one day and say, hey, today I’m a restaurant and tomorrow I’m a hardware store and next week I’m a dry cleaner. I don’t know, those were the silly examples that came to mind! But in trading you can do that stuff and that’s very, very dangerous. So how do trading plans help you with this? How do they bring discipline?

Shaun Murison: Yeah, I think a lot of people, when they talk about trading and a trading plan, the focus is always on when to buy and when to sell. But it’s a lot more to that. It’s how much money are you going to risk when you’re wrong? How are you going to formulate your strategies? How much time do you have to allocate to the markets? How are you going to learn from your mistakes? You talk about markets being chaotic and it can be quite overwhelming. That’s why we always push the idea of trading in a risk-free environment. Start off with that demo account, go make the mistakes and see where your skill set lies or what instruments might be better for you to trade, and that can start forming part of your plan. A demo account actually could be part of a trading plan, the sort of initial stages of practising, getting your business ready before you actually go to market.

The Finance Ghost: Yeah, so it’s not to say that a trading plan is, hey, I’ve looked at these five charts and these are the exact five companies that I’m going to trade this week, or these are the five setups. That might be part of a trading plan and we’ll get into the components just now. But I think the point is that it’s way more high level than that and it’s kind of this overarching – just to use your business plan example, those, oh, I’m going to do these five companies this week or these five indices or whatever else – that can be something like, oh, I’m going to sell to these five customers. But that’s not your business plan. That’s this week’s tactic. That’s not the same thing. That’s your immediate thing you’re going to focus on. That’s not the same as your business plan.

I think we’ll make this clearer by going into some of the key components of a trading plan. Maybe you can just cover those components off and just comment on whether or not this is something you’re doing weekly, daily, monthly – how often are you really updating these different components?

Shaun Murison: Look, I think starting off with the key components, for me you obviously have got to have a goal and ambition. You have to recognise time and strategy, the time you have to allocate to markets that might determine the type of strategy that you would use. How much money you’re going to risk within that market on any one trade or of your portfolio at once. And then in terms of how often you could plan, I think you have to look to continually improve your plan. You need to diarise what you’re doing. You’ll have an initial plan and you’ll diarise what you’re doing and then you’ll do some self-assessment and work towards continuous improvement.

The Finance Ghost: Yeah, that makes sense. And then in terms of how often you’re actually updating this thing…

Shaun Murison: No, it’s continuous. I think that’s where the self-assessment of it comes into play. If you have a diary, you can write down the things like how you felt when you placed a trade, see how you reacted emotionally, did it inhibit your decision making? If now your plan says, oh well, I struggle to get out of a trade that moved against me, I struggled to implement a stop loss, then you realise that’s a weakness and something that you could be improving within your trading plan. And how would you improve that? Well, if that’s a weakness of yours, automate that. Use stop losses in the system so that you don’t have to think about getting out of a trade or second guessing yourself if it’s moving against you. You’ve already made that decision. The important part about trading is making all the decisions for the trade before you get into the trade. Because once you’re inside of a trade and you’re looking at your bank balance either going up or down, what you’re going to see is that emotion is going to be a factor. We can remove that emotion with something like a stop loss or an automated system and utilise that. But that might not be where you start, that might just be an example of improving your plan.

It’s all about continuous improvement. You create your initial plan. You work to your plan, assess your plan, see where it’s, where it’s working, where it’s failing and then review. And so that could be on a weekly or a monthly basis, which all depends on how active you are in the market.

The Finance Ghost: Yeah, it’s a very iterative thing and I think that’s exactly how a business works as well, so that analogy just keeps working so well. You might have this plan, but you’ve got to then adapt the plan to what’s going on out there. You’ve got to update it based on what’s happening. You’ve got to remember good old, I think it was Mike Tyson who said “everyone has a plan until they get punched in the face” – I think the market will probably punch you in the face a few times. But I think you still need to have your trading plan. I think his view is actually extremely applicable to running a business because there you have to react quickly. You can’t just sit there and say, oh, you know, I’m going to carry on with this business plan even when it’s clearly not working. You’ve got to adapt quickly.

I guess with a trading plan, trades are going to go against you even when you didn’t do anything wrong because you just got unlucky. That’s the nature of the markets, I guess. You’ve got to be careful not to say, oh, my trading plan is terrible because I had an unfortunate trade, right? It’s gonna happen. It’s part of the game.

Shaun Murison: Yeah. I think without going through all the cliches, but failing to plan is planning to fail. If you’ve got a strategy and you’ve got a trading plan and you’re getting involved in the market, two things can happen. One is you’re making money, or two, you’re losing money. If you’re losing money, why are you losing money? Are you losing money because your plan is failing? Or are you losing money because you’re not following your plan strictly? But you don’t know that unless you’ve actually documented what you want to do and how you want to go about this business of trading and actually just measured your success and measured those failures and look to tweak that plan as you go forward.

The Finance Ghost: I think let’s look at some of these components in a little bit more detail. The first one you raised was this concept of goals and ambitions. All sounds lovely. The ambition, surely, is just to make money? No, I’m kidding. I think it’s a little bit more nuanced than that. What would these goals be? Would they typically be financially based? I want to make R1,000 this week, I want to make R10,000 this week. Or is it other stuff like I want to try out a specific strategy this week?

Shaun Murison: Well, I mean, it’s different for each person, but it just needs to be clearly defined. The overarching factor is we are all in the business to try and make some money, aren’t we? So your goal is to make a profit, but what is a feasible return? Can you make 20% a year or 100% a year? What is a feasible return and what can you achieve?

I think monetary could be one of the goals. The other goal might be to be disciplined in your approach to trading, being able to execute your strategy. It’s multi-faceted. But as in life, you’ve got to have goals and got to have targets. You know, you can see whether you can achieve those targets or not.

The Finance Ghost: Yep, that makes perfect sense. Of course, you’ve got to be realistic in terms of how much time you actually have to achieve these goals. If you’re working a full-time job and you have two kids and everything else, you’re not going to be doing a huge amount of day trading, I don’t think, or if you are, you are going to just have a bad outcome from all of this. So how do you find a way to make it all work? Is that part of your trading plan? Would you basically say, look, this is how many hours I have a week and this is when I’m going to trade? Or something we’ve talked about on previous shows which is just set the trades up and let them run in the background and put in place your stop losses and keep an eye on them? We actually have talked about some of that stuff of how to fit trading into your lifestyle.

Shaun Murison: Yeah, I think that’s a very important component in terms of how much time you have to allocate to the market. It’s funny when you start looking at the people that are trading very short-term. We talk about the day trading, the scalping and that type of stuff that generally requires a lot more time. I know most of the people listening to the podcast have day jobs and so they don’t have all day to sit and watch markets. That time allocation, when do you have time to look at markets and which markets are open when you have time to trade?

If you’re busy during the day, maybe something like a trend following approach or swing trading approach might be more appropriate. Where you’re holding a position for a couple of days to a couple of weeks, that’s really just assessing your surroundings and what you can allocate to the market. For example we mentioned the US indices, we recently introduced a rand-based account with IG. So if you were trading, you don’t have time to trade the South Africa 40 index or if you’re an index trader during the course of the day and maybe you have some time in the evening, maybe that’s the type of market that you’d be trading. Maybe you’re looking at a 24-hour market like a forex market, that might be more suitable to you. Or if you have a little bit less time, you’re doing a little bit of analysis in the evenings, you want to set your orders in there, into the market and let it trade for you. Hold your positions for a couple of days to a couple of weeks. You might be more suited to trading shares and equities in a derivative format.

It really is just knowing your own limitations in terms of time when you can actually trade and that will just dictate the frequency with which you are trading within the market.

The Finance Ghost: Yeah, it really comes down to just playing to your strengths, right? It’s that business plan point again. What can you realistically do? It doesn’t help to set yourself an unrealistic plan. Pick markets you can trade that suit your lifestyle, suit your abilities, suit the amount of research you can or can’t do. It really does make a lot of sense.

And of course the other thing you have to think about is how you will manage your risk. This is something that we’ve just kept on driving home this whole podcast season, is how important risk is. And it’s not just whether or not we use stop losses, right? It’s also the maximum that you might be willing to risk per position. Overall, I imagine it’s very easy to get drawn into a situation where, I don’t want to use the word gambling lightly, but I think that if you don’t have self-control in the world of trading, it can very quickly go down that road to say you just keep throwing money at it. Oh, I know that was a bad outcome, but you know, the next one’s going to work! Or you get greedy and you think, well, I’m on a purple patch here, I’ve had a really great few days, let me now dig into the savings account.

You’ve got to be super disciplined with this stuff, right?

Shaun Murison: Yes. Risk management is key. I think it’s probably the most important thing. High risk, high reward, that is the environment. The first part of your game is a defensive one. General guidelines on the short-term trading there – don’t risk more than 1% of your portfolio in any one trade, maybe up to a maximum of 5% if you are a bit more risk tolerant.

In terms of managing your risk, there are other risks to the market and we do find, especially new traders, they tend to – you know, there’s emotion. We’ve always talked about the emotion and that’s something that you obviously need to be aware of. You can’t stop emotion, but be aware of. Common mistakes when we’re talking about risk, we find that traders might have a win or two and then get a bit overexcited and over-trade. They trade too frequently through that euphoria. And also trading too big, taking position sizes that are too big relative to the money in the account. Those are two of the most common mistakes that we see traders make.

In terms of managing risk, there needs to be a bit of a discipline there. It needs to be a self-awareness of your emotions, of are you trading through euphoria? Are you trading through depression? There’s a friend of mine who always used to say he had one rule about trading, he says, and he put it in his trading plan: don’t trade when you’re sick. He said when he’s not feeling well, he doesn’t think. His ability for rational thinking isn’t there.

To each their own. But managing risk is the most important part of trading, in my opinion.

The Finance Ghost: Yeah, it certainly makes sense. And you’ve got to figure out what works for you. That’s the point of a trading plan. It’s specific to you. There’s no one-size-fits-all where you need to then follow someone else’s plan. That’s not going to work. This also talks directly to routines. Your routine is going to be very specific to you and it’s something that you raised as well when we were thinking about doing the show. This concept of a trading diary sounds very old school, it’s kind of a nightly “Dear Diary” moment with pen in hand, writing about your trading day. Would you say that most trading plans genuinely are that kind of handwritten notepad next to your computer while you’re trading? Does that drive better discipline? Or do you find that people type it? It’s obviously specific to people and their preferences again, but I’m just curious what your experiences have been and what you find most traders have done.

Shaun Murison: I think you’ll end up with a whole loads of different spreadsheets. If you’re trying different types of strategies, you might have these Excel spreadsheets just tracking your progress and your reports and obviously there’s a lot of reporting from your trading account that you can get as well. But I think keeping a diary is a very, very important tool and the discipline to keep following it. I’m not always the most disciplined with it, but I try to be. I find that my ability to improve my own work is much better if I can actually just track what I do, just simple things like, why did you get into the trade? Why did you exit the trade? Were your assumptions correct? Did you use a stop loss? Did that stop loss hinder the trade? Did it keep you out of trouble or was it too close, maybe if you had a different level stop loss?

But the point is that the trading diary just helps with understanding what you’re doing and you can reflect and just see where you’ve gone wrong and gone right. At the end of the day, you need to see if your plan is working or not. A diary is going to really help you with that. It’s going to help you identify the strengths and weaknesses of that plan.

I suppose it’s like “buy the rumour, sell the fact” – this is what we think is going to happen in markets and this is how we’re going to be trading. And when we actually start to implement the strategy or this plan, this is what really happens. So continual self-assessment. Continual improvement and self-improvement.

The Finance Ghost: That almost answers the next question, which is how often should you really be doing the self-assessment? And like you say, it’s pretty much continuous. It’s striving for an iterative process where you are checking in on what you thought was going to happen. Here’s how it played out.

I think just being honest with yourself – it’s like when you go and play golf, you can always just cheat very easily. But what’s the point? It’s your score at the end of the day, and if you are getting better by cheating, then you’re only cheating yourself. What are you even doing? So rather go through the hard yards, go through the process. If you waiver from your trading plan, then you’ve got to make a note of that and you’ve got to be honest with yourself and really think deeply about this stuff because it can really swallow you up. I think the world of trading can be incredibly exciting, but it is something that you need to treat with immense respect. I think a trading plan goes a long way towards just keeping you on the straight and narrow.

It’s just a really good way to go about it. You’re not just going out there and hitting golf balls in every direction known to man. There are 18 holes you need to play. That’s the plan. You tee it up. Every time you look down the fairway, you figure out where you’re going to try and hit the ball. It’s not always going to go to plan. In fact, in my experience, it will rarely go to plan on a golf course! But that’s kind of how it is and then you adapt and you do the self-assessment and you try and grow and you try and keep your head in the game.

It’s not for everyone, but for those who get it right, it’s a really rewarding and lucrative way to do things. That’s probably a good place to leave the season, to be honest. I think we’ve got more than enough content for people to go and engage with, to go and just figure out if this is for them, to go and listen to again, make notes, use the episodes for what they are, which is an evergreen resource about trading.

You can go and listen to specific ones that might catch your eye. You can listen to the whole season from start to finish. If you go onto the Ghost Mail website, you’ll find all of the transcripts there as well if you prefer to read rather than listen. There’s a lot to engage in and there’s a lot to read. Shaun, thank you guess just for this whole season, really. It’s been a good few months of effort to produce this podcast season. I think it’s a lovely resource that will make a difference to people and I appreciate all the time you’ve put into it.

Shaun Murison: Great. It’s been a pleasure.

The Finance Ghost: And of course, for those who haven’t yet done it, go and open a demo account. By this stage of the season, if you have still not opened a demo account, then there’s nothing else to wait for. There are no more podcasts coming, so go and get it done. And all the best to you in the markets. Good luck!

Joint Firm Intention Announcement: Offer by Newco to acquire and delist Barloworld and withdrawal of cautionary

A Consortium of investors, through Newco, has indicated a firm intention to make an offer to acquire all the issued and to be issued Shares in Barloworld, other than those held by the Excluded Shareholders, for cash, by way of a Scheme or a Standby Offer.

Newco is proposing a transaction that unlocks substantial value for the Scheme Participants at an offer price of R120.00 per Share which will not be reduced for the R3.10 per Share dividend that was recently declared by Barloworld on Friday, 22 November 2024 as set out in the Barloworld SENS announcement dated Monday, 25 November 2024. Refer to the announcement for defined terms and further details.

Notes from The Finance Ghost:

This is a complex transaction. If you are a Barloworld shareholder, you should read the full announcement, which Barloworld has placed in Ghost Mail in an effort to help shareholders understand the transaction.

Here are some important points that I believe you should be aware of:

  • A scheme of arrangement is a mechanism whereby the decision of shareholders who vote on the transaction is binding on all shareholders. In other words, if the deal is approved by 75% of shareholders at the general meeting and it meets all other conditions, then all shareholders will be forced to sell at the scheme price.
  • There is a general standby offer, which means Newco is willing to acquire shares at this price even if the scheme of arrangement is not approved and doesn’t go ahead.
  • There are a number of important conditions for the scheme, including material adverse change clauses. It is not a guarantee that the deal will go ahead, even if the scheme is approved by shareholders.
  • The independent board has already appointed Rothschild & Co to act as independent expert. The expert has opined that the terms are fair and reasonable to shareholders. Based on this, the independent board intends to recommend that shareholders vote in favour of the scheme.

This is just a small selection of the many important terms of the deal and is not intended to replace a review by shareholders of the announcement and subsequent circular.

To understand the mechanics of the deal, refer to the full announcement below:

JOB029379_Barloworld_Joint_Announcement_v1b_LN

GHOST BITES (Barloworld | British American Tobacco | FirstRand | Libstar | Workforce)

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Barloworld’s CEO teams up with the Zahid Group to take Barloworld private (JSE: BAW)

Here’s the blockbuster finish to the year!

This didn’t take long since the last announcement, although I’m not surprised given the really difficult governance position that the Barloworld CEO found himself in. When you are the CEO and you are also considering taking the group private, you have a massive conflict of interest. The better you perform, the higher the offer to take the group private becomes. It was in nobody’s interest for this deal to stay in the air for a long time, so I’m glad to see a joint firm intention announcement on the table.

Having said that, although the market only found out about this take-private in November, the board of Barloworld found out in February 2024 when a non-binding indicative offer was put on the table. Despite all the protocols put in place to manage the governance issues, it still wouldn’t have been easy.

Still, I can’t see Barloworld shareholders complaining. The share price just closed 15.5% higher at R107! The offer price is R120 with no adjustment for the R3.10 per share dividend declared by Barloworld last month, so in reality the offer is R123.10 per share.

This is a premium of 87% to the 30-day VWAP calculated based on 12 April, which was the date before the first cautionary announcement was released. Personally, I don’t think that’s the right date for comparison. It was a bland cautionary that was renewed several times before we finally got proper details on 15 November that a full take-private was on the table. The share price was just below R83 at that stage in November. Don’t get me wrong, there’s still a decent premium here, but April isn’t the right date to use.

The deal sees a consortium putting a scheme of arrangement on the table, which means they want to get all the shares not already held in Barloworld. The consortium includes the current CEO (Dominic Sewela) and the Zahid Group, a long-term shareholder of Barloworld. Zahid Group also has an existing business relationship with Caterpillar, with the announcement noting that the yellow goods group (a key partner of Barloworld) has expressed its support for the deal.

Interestingly, there’s also a standby offer, which you don’t always see alongside a scheme. This means that even if the scheme fails to generate the required support, shareholders who want to sell at the offer price will be able to accept an offer. This means that the consortium is also happy to proceed even if they can’t get all the shares. Assuming the scheme goes ahead, they are writing a cheque here for R17.1 billion!

In case you’re wondering, one of the conditions for the scheme is a legal opinion in the US that confirms that there is no basis for a voluntary disclosure of US sanctions violations to the US Department of the Treasury Office of Foreign Assets Control. There is no materiality threshold here i.e. any breach is enough for the scheme to collapse. There are also other material adverse change provisions that reference minimum levels of EBITDA etc. – nothing unusual there.

The independent board isn’t playing games here, appointing Rothschild & Co as the independent expert on this deal. That’s an unusual and expensive name. The expert has opined that the terms and conditions are fair and reasonable, so the independent board intends to recommend that shareholders vote in favour of the deal.

This is going to be a complicated deal to implement. I would be surprised to see it finalised before September next year.

You can refer to the full announcement here.


British American Tobacco reaffirms full-year guidance (JSE: BTI)

Low-single digit growth is the order of the day here

British American Tobacco has announced that the second half of the year is accelerating in line with expectations, which means they expect the full-year performance to be in line with guidance. This is the kind of stuff that the market likes hearing.

As is the norm at British American Tobacco, the announcement is full of all the fancy terms that the ESG consultants and PR people came up with, like a “Smokeless World” – the word smokeless being interpreted in a narrow fashion here, given the clouds that come out of the average vaping device.

For years, illicit cigarettes have been a huge issue. Criminals have made a fortune from this stuff. Today, illicit single-use vapour products are now an issue, particularly in the US where volumes have been dropping thanks in part to the presence of illegal products. Elsewhere in the world, some countries are banning vapour products altogether – now that is a Smokeless World. The point here is that the group plays in a difficult space.

Overall, global tobacco industry volumes are expected to be down 2%. Thanks to ongoing pricing increases (basically, making addicted people pay more each year), British American Tobacco can generate low-single figure earnings growth and achieve a 90% cash conversion ratio, so the dividends are pretty consistent. Best of all, the bunnies and rainbow unicorns will thank you, as the group has such a great ESG score that you can even access it through ESG-friendly funds!

And that tells you most of what you need to know about how sensibly ESG is applied in the real world.


Positive news for FirstRand in the UK (JSE: FSR)

The fight in the motor finance business isn’t over yet

If you’ve been following FirstRand recently, you’ll know that the group is having a tricky time of things in the UK. After a shock court ruling, the motor finance industry has become far more onerous. There could also be major financial penalties applied as well.

I’m no expert on this matter at all, but what I’ve read does sound like the courts went way too far here. The UK Supreme Court has now granted leave to appeal the ruling, with the appeal expected to be heard between January and April 2025. So, there are enough question marks around the ruling that it will head back to the courts.

That’s good news for FirstRand.


A tame sales performance at Libstar (JSE: LBR)

It doesn’t look like the interim results will be repeated for the full year

Libstar has released a voluntary pre-close update. The good news is that the fourth quarter was better than the third quarter. The bad news is that the overall performance still isn’t much to get excited about.

As you would expect in a diversified food group like Libstar, there are areas of the group that performed well and there are areas that have been struggling. For example, Wet Condiments enjoyed solid retail demand, while the Baking category struggled with weak demand for wraps in restaurants. The Lancewood business increased its market share in soft cheese and yoghurt, while value-added meats underperformed due to lower beef volumes in restaurants.

You can’t possibly guess how each underlying business will perform in any given year. Instead, you can only hope that the overall performance is solid. Sadly, revenue growth for the year-to-date as at 22 November was just 2.5%. Price and mix contributed 5.4% and volume declines were 2.9%. Perishable Products grew just 0.4%, with volumes down 3.4%. Ambient Products grew 4.9% despite volumes down 2.5%.

Despite the difficulties in volumes, gross margins were in line with the prior year. That’s impressive. Still, it feels like it won’t be easy for the interim performance of normalised HEPS growth of 11.4% to be carried forward to the full year. At least the normalised debt to EBITDA ratio is in line with the interim number, with higher inventory balances offset by lower capital expenditure.

In good news for the balance sheet, the disposal of Chet Chemicals will have an effective date of 30 December.


Workforce shareholders say yes to the take-private (JSE: WKF)

Another listed company is on its way out

Delistings are nothing new on the JSE, particularly among smaller companies with illiquid shares. If the register is tightly held and there isn’t much interest among third-party shareholders, then the burden of being listed far outweighs the benefit.

Workforce Holdings is just the latest example, with Force Holdings and concert parties taking it private. The price on the table for the scheme of arrangement is R1.65 per share and this was enough to get shareholders across the line, with strong approval for the deal at the general meeting.


Nibbles:

  • Director dealings:
    • A director of a major subsidiary of RFG Holdings (JSE: RFG) has sold shares worth a total of R6.4 million.
    • Acting through Titan Fincap Solutions, Dr. Christo Wiese has bought a further R737k worth of exchangeable bonds in Brait (JSE: BAT). Remember, these instruments are distinct from the ordinary shares.
    • A director of Spar (JSE: SPP) bought shares worth R368k.
  • To save on costs, Telkom (JSE: TKG) has decided to have just one credit rating agency instead of two. They’ve decided to drop Moody’s Ratings, leaving them with just S&P Global Ratings.
  • The JSE has ruled that the disposal by Conduit Capital (JSE: CND) of its stake in Century 21 for R7.2 million will be a Category 2 transaction. This means that a circular won’t be required, which takes a significant burden off the group.
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