Sunday, September 14, 2025
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Ghost Bites (City Lodge | Discovery | FirstRand | Lesaka Technologies | Mantengu)

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City Lodge’s momentum is interesting (JSE: CLH)

Meanwhile, the share price has gone the other way

We begin with a year-to-date chart for City Lodge Hotels, reflecting a rather sad and sorry tale of a market that stopped believing in SA Inc:

Some of the metrics looked pretty bleak in the interim earnings, like occupancy rates. But with the release of full-year earnings, there’s been a significant improvement in the second half of the financial year. Even more importantly, the first couple of months of the new financial year are telling a much better story.

For the year ended June 2025, City Lodge increased revenue by 3% thanks to pricing increases that offset a 200 basis points decrease in the occupancy rate to 56%. HEPS for the year was down 0.3%. Adjusted HEPS, which takes out the impact of things like forex, was up 9%. As always, the dividend is a better indication of which HEPS number to focus on, with no increase at all in the dividend for the year.

This was a year of significant investment in refurbishments of hotels, as well as a refreshed website that they must be very proud of because it made the cut as a highlight of their capex programme in the announcement! I don’t think I’ve ever seen that before. Presumably, the website wasn’t cheap. More importantly, they took advantage of the weaker share price by repurchasing shares worth R30 million.

The refurbishments do take some rooms out of commission, but I somehow doubt that this is the reason for the dip in occupancy. There’s still a demand problem, especially as City Lodge doesn’t really appeal to international inbound travellers in the same way that Southern Sun (JSE: SSU) does. The important thing is that occupancy was down 400 basis points for the first half of the year, so ending the year down 200 basis points reflects a decent recovery in the second half.

The food and beverage part of the business has been a major strategic push in recent years and the company has done a great job in that regard. This segment grew revenue by 8% for the year and now accounts for 20% of total revenue (up from 19% in the prior year).

With a tough revenue story, it’s really valuable that the company managed to keep cost growth at just 4%. This did wonders for protecting profitability.

We now get to the particularly good news: July and August 2025 saw an uptick in occupancy of 400 basis points year-on-year. Food and beverage revenues jumped by 16% and 14% for July and August respectively. To add to this, the group is now debt free.

Perhaps it’s time for that share price chart to start heading back into the green?


An ugly day for the Discovery share price (JSE: DSY)

And this was despite strong earnings

The market can be such an unforgiving place. Discovery tanked 9.5% on a day in which it released earnings that showed HEPS growth of 30% for the year ended June 2025. But how can that be?

The concern definitely isn’t a metric like annualised return on opening embedded value, which increased from 13.2% to 15.7%. The final dividend per share was up by a juicy 31%, so it isn’t that either. And as we already know from Discovery’s detailed recent trading update, Discovery Bank achieved breakeven in the second half of the financial year, which is ahead of plan.

A particularly fun fact about Discovery Bank is that 65% of their new clients don’t have any other Discovery products. This isn’t just a cross-sell model. If anything, it’s a helpful funnel to bring new clients into the broader group.

Word on the street is that expected future profit from insurance contracts could be the issue for the share price, with a concern around margins going forwards. I’m certainly not an expert on this sector, so I can’t say for sure whether this is what drove the drop in the share price. Something that did jump out at me is a decline in new business in Discovery Life, a key source of bringing new clients into the Discovery ecosystem.

Despite this, the group’s growth ambition is earnings growth of 12.5% – 17.5% per annum in Discovery South Africa from FY25 to FY29, along with 20% – 30% per annum in Vitality over that period. Those are lofty goals, helped along by Discovery Bank now being on the exciting part of the J Curve.

If there’s any criticism to be levelled here, it’s that whoever did these charts needs a tough talk about the use of the y-axis:

Either that, or it’s done on purpose to make the volatility seem much lower than it actually is. I’ll let you decide whether this is a happy accident or a deliberate distortion of the charts.


FirstRand’s UK issue is but a scratch m’lord (JSE: FSR)

Group earnings grew by 10% and guidance looks fantastic

FirstRand has been dealing with a nasty headache in the UK motor finance industry. There’s been a lot of regulatory noise around commissions paid to dealers. FirstRand recognised a provision of R3 billion in the prior year and they’ve increased that provision by R2.7 billion in the year ended June 2025. They’ve also spent R253 million in legal and professional fees on the matter in the past year (an actual cash outflow, not just a provision).

Despite this significant cost, FirstRand still managed to grow normalised earnings and HEPS by 10%. Normalised return on equity was 20.2%, which means they are still one of the best performing financial services groups in South Africa and certainly the pick of the legacy banks in terms of underlying business quality, which is why FirstRand has been trading at a premium valuation for as long as I can remember.

Cash quality of earnings is strong, with the dividend up 12%.

There was a small uptick in the credit loss ratio, attributed to various factors including “early emerging strain” in the SME book within FNB Commercial. Those interest rate cuts really need to come now, although the retail book actually seems to be in good shape.

Surprisingly, the rest of Africa wasn’t great for FirstRand in this period, bucking the trend we’ve seen elsewhere. FNB Africa grew earnings by 5% and RMB was down 2% as reported, or up 8% and 5% in constant currency respectively.

The star performer was WesBank, with earnings up by 20%. It only contributes 6% of group earnings though. RMB was also solid, with earnings up 10% and a contribution to the group numbers of 26%. If you look through all the segments, the major source of earnings uplift was at the centre, which means areas like endowment and group capital management. Banks are complicated things.

We see this come through again in the note on net interest income, which increased by 6%. The capital endowment benefit was up 14% thanks to the asset and liability management strategies that they use, while they also increased both deposits and loans to customers. Interestingly, they note subdued demand for mortgages, with growth up just 3%. South Africans are buying cars, not houses. Further bucking the trend in the sector, net interest margin also improved (by 6 basis points) thanks to the mix effect of underlying loans.

On the non-interest revenue side, income grew by 6%. Insurance was a particular highlight, up 9%. Unsurprisingly, as we’ve seen everywhere else in the sector, short-term insurance was the major driver.

In RMB, it was advisory fees that really did well, along with realisations of private equity assets. Trading income fell by 27%, so again the benefit of having various sources of revenue is on full display.

Looking ahead to the new financial year, FirstRand expects high single-digit growth in net interest income, which is impressive. The credit loss ratio is expected to remain at the bottom of the through-the-cycle range. Non-interest revenue growth is expected to be in the low- to mid-teens, which would be excellent. They expect cost growth below inflation, which then translates into normalised earnings growth in the “high mid-teens” in their words. Return on equity is expected to be at the upper end of the range of 18% to 22%.

It’s little wonder that the share price closed 6.4% higher based on such strong guidance!


Lesaka Technologies guides a strong FY26 (JSE: LSK)

They just have an awkward accounting restatement to deal with

The unfortunate thing about the markets is that people don’t always read properly. When an announcement talks about an accounting restatement, far too many people just panic and head for the exit as sentiment deteriorates. At Lesaka Technologies, there is indeed a restatement of the past few quarters, but revenue will go up in that restatement rather than down. This relates to agent vs. principal accounting and the split between revenue and cost of goods sold. The TL;DR is that there’s no impact on net profit, so my read is that it’s really just a storm in a teacup that is more a function of accounting complexities than anything else.

If we focus on the fourth quarter earnings that bring FY25 to a close, we find that net revenue was up 47% and adjusted EBITDA increased by 61%. That’s encouraging margin expansion, although the same isn’t true for the full year where revenue was up 38% and adjusted EBITDA increased by “only” 33%.

If you look at the net loss without adjustments for the year, you’ll find a gigantic loss of $87.5 million. This is primarily because of $49.3 million in post-tax negative charges related to the sale of MobiKwik. Adjusted profits are a better way to assess maintainable performance, but investors also shouldn’t gloss over situations where assets were sold at a loss, even if they were considered non-core.

Looking ahead, the guidance for FY26 is adjusted EBITDA growth of at least 35%. They are also introducing adjusted earnings per share as a metric (like all technology companies love to do), with an expectation for this to at least double. Notably, the guidance excludes the Bank Zero acquisition.

The market didn’t love this, perhaps because of the revenue restatements. The share price closed 6.9% lower on the day, taking the year-to-date drop to 23%.


Mantengu looks to acquire New Salt Rock City, giving control of a PGM tailings business (JSE: MTU)

They need to be careful with how they’ve structured this

Mantengu announced the acquisition of 100% of New Salt Rock City, which owns 60% of Kilken Platinum. In turn, Kilken Platinum owns 70% of the Kilken Imbani Joint Venture. In other words, this structure means that Mantengu will ultimately control the joint venture (subject to any unusual terms of that agreement that we aren’t privy to), but will only have 42% economic exposure (60% x 70%).

The Kilken Imbani Joint Venture treats the tailings from the Amandelbult platinum mine owned by Valterra Platinum (JSE: VAL). The joint venture acquires the PGM rich tailings from the mine, processes them and then sells them back to the mine.

For some reason, the announcement says they will issue shares to New Salt Rock City, which doesn’t make any sense as that’s the entity they are acquiring. I’m sure they mean that shares will be issued to the seller of that business, being the Lutzkie Besigheids Trust. It will be done in such a way that the seller will have less than 35% in Mantengu and thus won’t trigger a mandatory offer, which means there’s a cash component as well. There’s no indication yet of how it will be funded.

The price also hasn’t been announced yet, as this will be established during the due diligence. All we have to work with is a valuation from back in 2020 that values the joint venture at R4.4 billion. Inexplicably, the last set of audited financials for the joint venture was from 2019! Sigh.

We haven’t even gotten to the weirdest part yet. The CEO and CFO of Mantengu Mining will be appointed to the board of Kilken immediately upon execution of the term sheet i.e. before any of the deal conditions are met and before the price has even been agreed. They better hope that there isn’t a Competition Commission approval requirement for this deal, as one of the core elements of competition law is that you cannot behave as though the deal is done before it is actually approved by the regulator. I’m no legal expert, but it’s hard to see how a director appointment wouldn’t be in breach of that. Perhaps things have changed since my advisory days a decade ago, but I doubt it.

The due diligence period will last for three months, with the CEO and CFO being directors of a company that they wouldn’t even have done a due diligence on. That’s certainly not a risk I would personally take.


Nibbles:

  • Director dealings:
    • A non-executive director of two major subsidiaries of MTN (JSE: MTN) – and more importantly, the group COO) – sold shares worth a meaty R14 million. That’s a large disposal after a strong rally in the price.
    • A director of SPAR (JSE: SPP) bought shares worth R748k.
    • A director of a major subsidiary of PBT Group (JSE: PBG) bought shares worth almost R500k.
  • Barloworld (JSE: BAW) updated the market on the standby offer conditions and the acceptance levels thus far. The Namibian Competition Commission approval has now been received, with only the COMESA and Angolan approvals outstanding. It’s always the regulators in the rest of Africa that take the longest. The longstop date has been extended by three calendar months to 11 December 2025 to achieve these approvals. At this stage, the offer has been accepted by holders of 41.1% of Barloworld shares in issue, which would give the consortium and the Barloworld Foundation an effective 64.5% in Barloworld. The offer will be open for 10 business days after the transaction becomes unconditional, so it’s likely there are shareholders out there just keeping their options open until they have no choice but to accept or decline.
  • The various resolutions required for the implementation of the Cilo Cybin (JSE: CCC) transactions were all passed by shareholders. The company will be transferring its listing to the main board of the JSE on 29 September.
  • Libstar (JSE: LBR) has not exactly been a success story on the local market, with the share price having shed nearly 70% of its value since listing. This is why Libstar has been able to repurchase the shares in its B-BBEE scheme for nominal value. If a share price heads in the wrong direction, then so too will the value in a B-BBEE scheme. As these schemes usually have huge amounts of leverage in them, they can easily end up with no value unless the underlying shares go up in value significantly over time.
  • For those who like to get a sense of the cost of debt, Bidvest (JSE: BVT) has priced US$-denominated seven-year bonds at a coupon of 6.2%. The notes are issued in the UK (despite being in US dollars) and are guaranteed by Bidvest, so that’s a solid indication of the group cost of debt in hard currency.
  • Although the offer by Primary Health Properties (JSE: PHP) to shareholders of Assura (JSE: AHR) has now formally closed, there is still the compulsory or “squeeze-out” offer to get the rest of the shares. In other words, even for those who didn’t accept the offer in time, they will likely be forced to sell their shares anyway.

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

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Mantengu has entered into a binding term sheet with the Lutzkie Besigheids Trust to acquire 100% of New Salt Rock City which in turn owns 60% of Kilken Platinum. Kilken is the 70% owner of the Kilken Imbani Joint Venture. The jv is an integrated processing operation treating the tailings from the Rustenburg Platinum Mines owned by Valterra Platinum. The purchase consideration, which is still to be finalised pending a due diligence, will be payable in a combination of cash and shares issued by Mantengu.

Anglo American has announced a proposed merger with Canada’s Teck Resources in a US$60 billion deal. Anglo has a market capitalisation of R630 billion while Toronto-listed Teck is valued at c. R300 billion. As this is a merger, no significant takeover premium is being paid by Anglo who will issue 1,33 shares to existing Teck investors for each share they hold in the company. Anglo shareholders will receive $4,5 billion via a special dividend (using proceeds received from the shedding of its remaining shareholding in Valterra Platinum) and will end up with a 62.4% stake in the merged entity to be called Anglo Teck. The new entity will shift its headquarters to Canada and retain its primary listing in London with secondary listings in Johannesburg, Toronto and New York. The merger will concentrate around 70% of the company’s portfolio in copper, alongside iron ore and zinc. The merger is expected to produce a total $800 million in pre-tax savings. The transaction is subject to regulatory approvals expected to complete within 12-18 months.

The Spar is to sell its interest in Spar Switzerland to Tannenwald Holding AG in a deal with an equity value of c.R1,03 billion. In addition, Spar will be entitled to further earn-out payments of up to c.R660 million due at the end of 2027 based on actual achieved EBITDA of Spar Switzerland for FY26 and FY27.

CP Finance, as subsidiary of Newpark REIT, has entered into a conditional agreement to dispose of the industrial property known as Crown Mines, situated at 28 Renaissance Drive in Crown City, Johannesburg. Aviwe Nonya will pay R101,4 million to Newpark for the property, the proceeds of which will be used to reduce debt and fund new acquisitions.

As of 11 September 2025, Newco’s Standby Offer had received valid acceptances in respect of 76,67 million Barloworld ordinary shares equating to a c.41.1% stake in the company. This together with the Consortium’s and Barloworld Foundation’s existing shareholdings, equates to 64.5% of the shares in issue.

Rekindle Learning, a women-led local digital learning innovator, has acquired EpiTek, a South African educational technology (EdTech) company that provides Software as a Service (SaaS) for online education platforms tailored for the African market. The EpiTek acquisition positions Rekindle Learning as a significant player in a sector largely dominated by international players. Financial details of the transaction were not disclosed.

Educational technology company The Invigilator, has secured US$11 million in international equity investment led by Kaltroco, a private investment company based in Jersey and investment professionals in Nashville, Zurich and Cape Town. The investment will give it the ability to ramp up AI development, allowing greater access to education while maintaining assessment credibility. It will roll out further, creating teams and presence in the US, Asia and Europe. Since inception in 2020, The Invigilator has served over 100 institutions with over 850,000 registered students, processing over six million results through more than 75,000 assessments across these institutions.

The African Forestry Impact Platform (AFIP), a fund of New Forests, a global investment manager of nature-based real assets and natural capital strategies, has invested in Rance Timber, a forestry and saw milling company in South Africa. The family-owned business consists of c.14,000 hectares of pine plantations and two sawmills based in the Eastern Cape. The acquisition follows AFIP’s earlier investment in Green Resources in East Africa. The fund, which has US$8 billion in assets is headquarter in Australia. Financial details were undisclosed.

Mulilo Energy, a renewable energy developer and strategic equity investor based in Cape Town, has secured a corporate facility from Standard Bank with an initial commitment of R1,1 billion available to support equity commitments while a further R5,9 billion can be allocated from headroom as the security pool grows raising commitments to R7 billion. This will enable Mulilo to execute on a robust pipeline of renewable energy projects spanning REIPPPP, Battery Energy Storage Systems and private off-take agreements with aggregators and traders.

TaxTim, a Cape Town-based digital tax assistant has been acquired by a consortium led by Twofold Capital and including Stellenbosch-based Octoco. Founded in 2011, TaxTim’s platform integrates with Sars eFiling, guiding users through a step-by-step process to prepare and submit returns and has processed over R700 million in tax refunds for its users to date.

Fintech platform Float has secured US$2,6 million (R46 million) in funding co-led by Invenfin (89% held by Remgro) and SAAD Investment Holdings with participation from existing investors including Platform Investment Partners. Lighthouse Venture Partners contributed as an investor and strategic adviser. Float offers consumers a responsible alternative to traditional credit by enabling them to split large credit-card purchases into monthly instalments up to 24 months without interest or fees, using existing credit limits. The funds will be used to scale Float’s footprint across SA, improve its technology and prepare for international market expansion.

Cape Town-based HOSTAFRICA, a provider of web hosting, domains and VPS services for the African continent has signed an agreement to acquire the Tanzanian web hosting company Zesha (T). HOSTAFRICA already has a footprint in South Africa, Nigeria, Kenya and Ghana. Financial details were undisclosed.

Weekly corporate finance activity by SA exchange-listed companies

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Libstar has exercised its option to repurchase 73,049,783 shares from the special purpose vehicles – Business Venture Investments No 2071 and Business Venture Investments No 2072 owned by the Libstar Employee Share Trust. The option became exercisable on the scheme’s seventh anniversary. The repurchased shares have reverted to authorised but unissued shares of the company.

The category 1 transaction announced by eMedia in June this year involved the subscription by Venfin (Remgro) of 18,3 million EMH N shares, the disposal by Venfin of about 17,7 million ordinary shares it owned in EMI, post the subscription, to EMH in exchange for 220,1 million EMH N shares. This resulted in giving eMedia control of the entity EMI that holds its stake in e.tv., eNCA, OpenView and Yfm. As per the transaction agreement, Remgro has now unbundled to shareholders by way of a distribution in specie, its 35% stake in EMH, creating a significantly larger percentage of the EMH N shares now in the hands of public shareholders.

Copper 360 intends to raise new equity of R400 million from existing shareholders at a price of 50 cents per share, underwritten by Differential Capital, in the amount of R260 million. In addition, the company will undertake a debt restructure with the conversion of long-term debt instruments on its balance sheet and the reduction of revenue-based royalty payments. The debt conversion will result in the issue of a maximum of 1,5 billion new ordinary shares issued in terms of the rights offer.

Last week Dipula Properties launched an equity raise of c.R500 million, implemented through an accelerated bookbuild process to fund acquisitions, which will include the Protea Gardens Mall in Soweto, announced on 19 August 2025 for R478,1 million. The bookbuild raised R559 million with 102,946,593 new ordinary shares placed at an issue price of R5.43 per share. The issue price represents a discount of 4.23% to the closing price prior to announcement and a discount of 4.86% to the 30-day VWAP.

Altvest Capital has launched an equity capital raise through the allotment and issue of 1 million shares at R11.00 per share. Having formally adopted the Bitcoin Treasury Strategy, the company now proposes to change the company name to The Africa Bitcoin Corporation, subject to shareholder approval. The name change is expected to take effect from 12 November 2025.

PBT Group is to change its name to PBT Holdings to better reflect its entire service offering – providing services via three core brands, PBT Technology Services, PBT Insurance Technologies and CyberPro Consulting. Shareholders will need to vote on this and will trading under the new name from 12 November 2025.

Pan African Resources is to apply to move the trading of its shares from AIM to the main market of the LSE. Management believes that the proposed move to the Main Market could enhance the company’s corporate profile and broaden its access to a wider pool of UK and global investors thereby supporting its next phase of growth.

The revised offer by Primary Health Properties (PHP) of Assura closed on 10 September. On 11 September PHP listed a further 44,845,540 new PHP shares in terms of the scheme. Following the successful acquisition the trading of Assura shares on the Main Board of the JSE is expected to be suspended on 3 October 2025.

Cilo Cybin previously indicated that the expected date of transfer of the company to the Main Board was Friday, 26 September 2025. The revised expected date of transfer is now Monday, 29 September 2025.

This week the following companies announced the repurchase of shares:

The Board of Old Mutual has approved a share buyback of up to R3 billion subject to prevailing market conditions. The buyback will proceed while the share price reflects a level that is considered accretive to shareholder value.

South32 continued with its US$200 million repurchase programme announced in August 2024. The shares will be repurchased over the period 12 September 2025 to 11 September 2026. This week 691,649,215 shares were repurchased for an aggregate cost of A$4,30 million.

On March 6, 2025, Ninety One plc announced that it would undertake a repurchase programme of up to £30 million. The shares will be purchased on the open market and cancelled to reduce the Company’s ordinary share capital. This week the company repurchased a further 170,951 ordinary shares at an average price of 188 pence for an aggregate £321,528.

Investec ltd commenced its share purchase and buy-back programme of up to R2,5 billion (£100 million). Over the period 3 to 9 September 2025, Investec ltd purchased on the LSE, 8,60,871 Investec plc ordinary share at an average price of £5.5219 per share and 1,237,210 Investec plc shares on the JSE at an average price of R131.2998 per share. Over the same period Investec ltd repurchased 546,340 of its shares at an average price per share of R131.5593. The Investec ltd shares will be cancelled, and the Investec plc shares will be treated as if they were treasury shares in the consolidated annual financial statements of the Investec Group.

The purpose of Bytes Technology’s share repurchase programme, of up to a maximum aggregate consideration of £25 million, is to reduce Bytes’ share capital. This week 227,893 shares were repurchased at an average price per share of £4.10 for an aggregate £929,881.

Glencore plc’s current share buy-back programme plans to acquire shares of an aggregate value of up to US$1 billion. The shares will be repurchased on the LSE, BATS, Chi-X and Aquis exchanges and is expected to be completed in February 2026. This week 10,951,423 million shares were repurchased at an average price of £2.89 per share for an aggregate £31,66 million.

In May 2025 Tharisa plc announced it would undertake a repurchase programme of up to US$5 million. Shares have been trading at a significant discount, having been negatively impacted by the global commodity pricing environment, geo-political events and market volatility. Over the period 1 to 5 September 2025, the company repurchased 5,438 shares at an average price of R21.80 on the JSE and 148,499 shares at 92.2 pence per share on the LSE.

In May 2025, British American Tobacco plc extended its share buyback programme by a further £200 million, taking the total amount to be repurchased by 31 December 2025 to £1,1 billion. The extended programme is being funded using the net proceeds of the block trade of shares in ITC to institutional investors. This week the company repurchased a further 602,401 shares at an average price of £41.38 per share for an aggregate £24,93 million.

During the period 1 to 5 September 2025, Prosus repurchased a further 1,183,810 Prosus shares for an aggregate €61,66 million and Naspers, a further 98,781 Naspers shares for a total consideration of R564,4 million.

During the week four companies issued or withdrew a cautionary notice: Copper 360, Tongaat Hulett, PSV and Mantengu.

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

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Janngo Capital has invested an undisclosed sum in Jobzyn, a Moroccan startup that uses artificial intelligence to transform the recruitment process. The platform combines automation, transparency, and AI to help companies find the right talent while helping candidates make better career decisions.

WaterEquity has made its first investment from the Water & Climate Resilience Fund, committing US$5 million to Savant Group, the parent company of Kenya’s SunCulture. SunCulture’s solar-powered water pumps offer an affordable alternative to diesel and manual water pumps. Designed for irrigation, the pumps are also used by more than 90% of customers to access groundwater for drinking, cooking, and cleaning – helping rural households meet daily water needs more reliably, efficiently, and sustainably. WaterEquity’s investment will enable SunCulture to scale its operations and deepen its impact – aiming to expand water access to millions of farmers and their families in rural Africa.

ARISE Integrated Industrial Platforms (ARISE IIP), a pan-African developer and operator of integrated industrial zones, announced the successful completion of US$700 million capital raise. The raise will see Vision Invest, a Saudi Arabian infrastructure investor and developer, join existing institutional shareholders, Africa Finance Corporation, Equitane and the Fund for Export Development in Africa (FEDA), the development impact platform of Afreximbank. ATISE IIP was founded in Ghana in 2010 and has now expanded to more than 14 countries across Africa, deploying nearly US$2 billion in infrastructure and enabling over 50,000 jobs. The platform focuses on creating local value through the transformation of raw materials and import substitution.

International Lithium Corp (ILC) has acquired an option from Lepidico (Canada) to buy 100% of the shares of Lepidico (Mauritius) on a debt-free basis for consideration of C$975,000 plus certain payments in the future that are contingent on and linked to various possible receipts by Lepidico Canada. Lepidico Mauritius in turn owns 80% of Lepidico Chemicals Namibia which owns the Karibib Lithium, Rubidium and Cesium project in Namibia. The Karibib Project comprises two areas near Karibib, Namibia, with fully permitted mining licences known as Rubicon and Helikon along with an Exclusive Prospecting Licence EPL5439 for an adjacent area.

Mezzanine finance fund manager, Vantage Capital, has fully exited its investment in Equity Invest, a Moroccan group comprising six companies operating across various segments of the information technology space. The group’s business lines include electronic security, audiovisual multimedia systems, renewable energy, digital payments, e-commerce and hospital management software. Vantage provided Equity Invest with an €8 million mezzanine finance facility in October 2019. The funding enabled the founder, Mr. Ali Bettahi, to secure a controlling stake in one of the group’s flagship subsidiaries, Unisystem Group, by acquiring the shares that were held by a private equity investor. Under Mr. Bettahi’s ownership and with Vantage’s strategic support, the group has consolidated its position in Morocco and also expanded into new markets in sub-Saharan Africa.

Helios Investment Partners has received preliminary approval, by the board of Telecom Egypt, of Helios’ binding offer to acquire a stake ranging from approximately 75% to 80% in a subsidiary that will own the Regional Data Hub (RDH) data centre assets of Telecom Egypt. The offer values 100% the RDH on a debt-free, cash-free basis at US$230 million, which could reach US$260 million subject to the achievement of certain KPIs. The RDH is a multi-phase data centre campus in Cairo. The first phase was launched in 2021 and provides approximately 2.5 MW of IT load; it reached full utilization within a year, and achieved multiple Uptime Institute Tier III certifications. RDH2 is designed for approximately 4.6 MW, received Uptime Institute Tier III Design Certification in November 2024, and is registered for the Leadership in Energy and Environmental Design (LEED) programme.

Nigeria’s Husk Power Systems has secured a ₦5 billion revolving, local currency debt facility from United Capital Infrastructure Fund (UCIF). The revolving facility is the first Naira-denominated debt instrument of its kind. The revolving loan has a tenure of 10 years, during which Husk expects to redeploy the capital twice. Initial deployments will be used to build out Husk’s standalone minigrid pipeline in Nigeria, with expansion plans to include interconnected minigrids (IMGs) and commercial and industrial (C&I) solar projects.

South Africa’s HOSTAFRICA has entered the Tanzania market with the acquisition of Tanzanian web hosting company, Zesha for an undisclosed sum. Since its founding in 2016, HOSTAFRICA has established a strong presence in South Africa, Nigeria, Kenya and Ghana. Tanzania becomes the fifth country in HOSTAFRICA’s regional network.

SA CEOs re-evaluate strategic plans and approach to investments

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According to our latest EY Parthenon CEO Outlook Pulse Survey, South African CEOs navigating the complexities of today’s global landscape recognise that geopolitical tensions, macroeconomic fluctuations and trade uncertainties pose both significant risks and opportunities for their investment and growth strategies.

Unsurprisingly, the recent spate of tariff increases has become a pressing concern, compelling CEOs to re-evaluate their tactical plans and approach to deploying capital. In response, some are temporarily delaying planned investments, reflecting a commitment to safeguarding operations and ensuring long-term sustainability in an unpredictable environment.

Despite these challenges, South African CEOs are demonstrating resilience and adaptability:
• While 43% identify geopolitical, macroeconomic and trade uncertainty as a risk to achieving their 12-month growth targets – mirroring the global average – local leaders are taking more proactive steps.

• For example, 67% are considering joint ventures, in line with global peers, but 42% are accelerating digital transformation, compared to just 24% prioritising technology globally.

• Additionally, 54% have delayed planned investments due to economic uncertainty, yet SA CEOs remain notably committed to maintaining transactional activity over the next year.

• To mitigate the impact of rising tariffs and broader uncertainty, we see businesses actively investing to diversify their supply chains and end markets. This strategic pivot is essential for enhancing resilience. In the South African context, CEOs continue to show clear determination to continue investing in enterprise transformation and pursuing growth opportunities. This forward-looking stance signals confidence in the market’s potential, and a readiness to navigate complexity with agility and purpose.

According to the latest EY Parthenon CEO Outlook Survey, 98% of Global CEO respondents are concerned about tariff increases affecting their company’s operations and sales in the next 12 months, with 50% very or extremely concerned. Indeed, geopolitical, macroeconomic and trade uncertainty is cited as the top risk to achieving growth (42%), and 54% say they have delayed a planned investment as a result. But CEOs are responding proactively by rethinking global relationships: 44% of respondents say they are looking to adjust supply chain arrangements; 42% are exploring product design innovations to reduce reliance on tariffed materials; and 39% are relocating operational assets to a different geography.

The complexity of the current landscape is reflected in the fact that the most critical trading relationships are not always the closest or most locally significant, according to the survey. While 42% of Chinese respondents cite the US-China tariff and trade dispute as their primary concern, 8% are more focused on the US-Mexico relationship. This underscores global interconnections and the difficulty of navigating tariff challenges, particularly as other major economies react to potential US tariffs. This contrasts with a highly positive outlook for M&A in 2025 prior to the US administration’s tariffs announcement of 2 April this year, which culminated in US$1T of deals recorded during Q1 2025 – up 25% year-on-year. With 57% of survey respondents hoping to pursue M&A in the next 12 months, the report indicates that pre-existing pressures – tech adoption and a talent squeeze key among them – will remain pent-up transformation drivers that will see CEOs return to dealmaking as the market settles.

While reports of integration hurdles, cultural misalignment and overestimated synergies often lead to speculation around how much shareholder value is delivered post-deal, the survey tells a different story about the CEO experience. More than half of CEO respondents (55%) say their recent acquisitions met or exceeded value expectations, with only 2% reporting value destruction.

Global CEOs report mixed results from artificial intelligence (AI) deployments to date, which may slow down implementation in a turbulent year.
While 36% of respondents say they plan to expand AI investments after positive results to date, 25% say they are “scaling back or reconsidering” AI investments due to “unclear or disappointing” returns. This may create pressure on AI deployments, as CEOs try to balance a cautious response to the current volatility with an ongoing demand to accelerate AI adoption, and to upskill and hire talent for specialised AI roles.

With nearly half of CEO respondents (42%) indicating that they are looking to absorb additional costs internally through operational efficiencies and cost reductions, many may be delaying tech investment pending more geopolitical certainty.

Also fuelling a renewed and likely growing focus on cost management is the challenge of inflation. Seventy-one percent of respondents agree that inflation continues to be a challenge and will be an issue they need to navigate for the next year, and many of those will be looking at opportunities to mitigate cost increases.

South African CEOs are proactively adapting to global challenges, with 43% citing geopolitical and economic uncertainty as a risk, on par with global peers. However, they are more likely to accelerate digital transformation (42% vs 24% globally) and pursue joint ventures (67%).

Despite 54% delaying investments, SA leaders remain committed to dealmaking and enterprise transformation. This mirrors global trends, where CEOs are rethinking supply chains and planning M&A activity despite tariff pressures and inflation concerns. While AI investment is mixed, both local and global CEOs are focused on cost efficiency and long-term value creation.

Quintin Hobbs is an EY-Parthenon Africa Strategy and Transactions Leader | EY

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

How AI is revolutionising the M&A deal cycle

Artificial Intelligence (AI) is rapidly transforming the landscape of mergers and acquisitions (M&A). What used to be a slow, labour-intensive process involving countless hours of manual review is now becoming faster, more precise, and data-driven thanks to AI-powered tools. From deal sourcing through due diligence, negotiation and post-merger integration, companies are leveraging AI to gain competitive advantages and unlock greater value.

One of AI’s most valuable contributions to the M&A process is its ability to identify and evaluate potential acquisition targets with speed and precision. According to McKinsey & Company, AI algorithms can analyse vast and diverse datasets, including financial records, transaction histories, news reports and social media content to highlight targets that align with strategic and financial goals. Beyond target identification, AI supports predictive analytics that allow legal and investment teams to forecast key performance indicators, revenue trends, ROI potential and market fluctuations, providing dealmakers with an opportunity to compare options and make data-driven choices. This reduces the risk of poor fit, and enhances strategic decision-making at the earliest stages of a deal. Additionally, AI platforms can assess softer factors such as corporate culture, customer overlap, and operational compatibility, helping organisations to anticipate integration challenges and prioritise the most promising opportunities.

Due diligence is often the most time-consuming and resource-intensive stage of an M&A transaction. Traditionally, legal and advisory teams manually review vast volumes of legal, financial and regulatory documents, a process that can take weeks or months. The sheer complexity and volume of data can lead to delays, increased costs and missed red flags, with many high-profile M&A failures stemming from inadequate or rushed due diligence. AI technologies significantly accelerate document analysis by automating the extraction of relevant data from diverse sources, reducing the burden on human analysts and ensuring a more comprehensive and accurate analysis. Whether it’s spotting inconsistencies in contractual clauses, identifying compliance gaps, or highlighting unusual financial metrics, AI empowers deal teams to swiftly conduct deeper and more accurate assessments. As such, AI adoption is quickly becoming essential for private equity firms, legal teams, financial advisors and investment banks seeking a competitive edge in today’s high-stakes deal environment.

AI has emerged as a transformative tool in the preparation and management of transaction documents. According to a recent article by M&A Community, its benefits at this stage include:

i. Reduced manual effort: AI eliminates repetitive and time-consuming tasks such as document review, data extraction and preliminary analysis. This allows deal teams to shift their focus to higher-value activities, including interpreting insights and making strategic decisions.

ii. Accelerated timelines: AI enables rapid generation and review of transaction documents based on the client’s needs, significantly reducing the time required to prepare, negotiate and finalise documentation, allowing deal timelines to move forward faster.

iii. Lower cost: automation of document review, drafting and data extraction reduces dependence on large legal or deal teams, lowering the overall transaction costs while minimising the risk of human error. AI also supports early detection of inconsistencies or missing provision in key documents, helping avoid costly oversight or post signing disputes.

Ansarada has highlighted the use case for AI in post-merger integration to include:

i. Uncovering hidden synergies by analysing customer behaviour, market trends and internal capabilities, revealing new growth opportunities and suggesting innovative product ideas, optimal marketing and operational strategies, and proposing new business models, enabling integration teams to move beyond simply merging operations to driving a sustainable company.

ii. Generative AI can simulate numerous “what if” scenarios during post-merger integration, using historical data and predictive models to evaluate different potential strategies and their potential outcomes to help make informed decisions.

iii. Natural language processing tools can analyse employee communications and feedback to detect shifts in sentiment and flag potential morale issues early, allowing leaders to address concerns before they escalate.

Despite its potential, several challenges hinder the adoption of AI in mergers and acquisitions. These include:

i. Data privacy: the deal cycle often involves handling sensitive and proprietary information about the target company. Firms using AI must implement stringent data protection measures, including data anonymisation and full compliance with relevant data protection regulations.

ii. Data inaccuracy: The effectiveness of AI systems is largely dependent on the quality of the data they analyse. When data is incomplete or contains errors, it can result in misleading analyses, which creates significant risks. This is especially relevant in the African context, which is discussed further below.

iii. High implementation costs: Deploying AI technologies often demands substantial financial resources, including investments in advanced technology, supporting infrastructure and specialised talent. These considerable initial expenses can pose significant barriers, particularly for smaller firms seeking to leverage these technologies.

Additionally, cultural and qualitative factors, such as leadership alignment, employee engagement and stakeholder relationships remain difficult for AI to fully evaluate, underscoring the continued importance of human judgment alongside AI insights.

As AI becomes increasingly embedded in the M&A process, Africa faces the unique challenge of AI recolonisation, due to the reliance on foreign-developed AI technologies. Most AI tools used across the continent are created and controlled by entities outside Africa, often trained on non-African data, and developed with limited understanding of local markets. In the M&A context, this creates a significant barrier, as tools that are not trained on African-specific data are less likely to deliver accurate insights. To overcome this, there must be a deliberate effort to develop locally relevant AI capabilities supported by robust, context-specific data infrastructure. This is not simply a technical requirement, but a strategic imperative for unlocking AI’s full potential in identifying suitable acquisition targets, assessing risks accurately, and guiding post-merger integration within Africa’s M&A landscape.

As we enter the era of Industry 5.0, marked by closer human-machine collaboration, AI is set to become an essential partner in the M&A process. Rather than replacing professionals, AI tools are designed to amplify human judgment, streamline decision-making, and unlock deeper strategic insights across every stage of a transaction. In leveraging AI in the M&A process, maintaining human oversight is crucial to ensure the validity and accuracy of AI-generated insights. In this early stage of AI adoption, practitioners must take full responsibility for thoroughly reviewing and verifying all analyses and findings produced by AI before finalising any deal. Successful integration will depend on how effectively organisations combine AI’s analytical power with human experience and intuition. Those who adopt this balanced approach will be better positioned to navigate complexity, reduce risk, and create long-term value in an increasingly competitive deal environment.

Njeri Wagacha is a Director and Wambui Kimamo a Trainee Lawyer | CDH Kenya

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

Ghost Bites (Growthpoint | Metair | Old Mutual | Pan African Resources | Remgro)

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The jewel in Growthpoint’s crown is still the V&A Waterfront (JSE: GRT)

They have plenty to think about elsewhere

Growthpoint has released results for the year ended June 2025. The company is an excellent barometer for the property sector at large, such is the sheer size and reach of their portfolio. But even within that extensive exposure, there’s a small area at the tip of Africa that shines the brightest.

Like-for-like net property income at the V&A Waterfront increased by 12.7%, driven mainly by tourism. It’s an indication of what can actually be achieved in this country when our beautiful natural scenery is accompanied by better governance and private investment. In this particular period, Growthpoint’s 50% share of distributable income from the iconic property increased by only 4.5%, as there were significant external borrowings that drove higher net finance costs. It’s important to remember that the balance sheet / funding strategy for a property is distinct from how the underlying property is performing.

Unlike at the V&A, the overall approach in the group is one of debt reduction. The group loan-to-value improved from 42.3% to 40.1%, with the proceeds of various disposals (including Capital & Regional) used to reduce debt.

The second part of loan-to-value is of course the value, at which point we find some pressure from asset write-downs at Growthpoint Properties Australia. I don’t know what it is about that country, but South African businesses should just stay away. The Melbourne office portfolio is suffering, driving a decrease in Growthpoint’s net asset value per share of 1.6% to R19.88.

This is a timely reminder that simpler exposure is better, particularly in markets that are easier to understand. Growthpoint has reached this conclusion themselves and they are selling non-core assets in South Africa, with 24 properties sold this year. They still have a long way to go, with 40% of the domestic portfolio exposed to the office sector. It takes a very long time to change this, as the exposure was 46% all the way back in FY15 when Sandton was the most exciting place to work in the country. In case you’re curious, retail has remained at 39% over the past decade and the industrial and logistics portfolio has increased from 15% to 20%.

It’s not just a shift in exposure by type of property. Growthpoint is now focusing their capital expenditure and development on the Western Cape, which has much better property fundamentals than any other province. I’ll say it again: if you want to see fixed capital formation, you need good governance that supports a long-term view.

Another interesting shift is offshore vs. local, with Growthpoint earning 28.7% of distributable income per share from offshore sources this period. That’s down from 32.4% in the prior year as they shift the mix back towards South Africa.

Clearly, there’s a lot going on at Growthpoint. The net result is that distributable income per share increased by 3.1% for the year to June 2025, while the dividend per share increased by 6.1% as the payout ratio moved higher.

Looking ahead, Growthpoint’s office exposure remains a serious headache, particularly in Gauteng. The overall group story is a mixed bag, yet they expect distributable income per share to grow by between 3% and 5% for FY26, with the distribution per share up by between 6% and 8%. In other words, they are guiding for a further increase in the payout ratio.


Metair is fighting hard for a turnaround (JSE: MTA)

This is a particularly difficult sector

Metair released results for the six months to June 2025 that are filled with things that distort the trend, like the consolidation of Hesto and the addition of AutoZone. You can therefore safely ignore the revenue increase of 53%, as this is no indication at all of how the underlying business is performing.

They don’t make it simple to find the information you need to judge that performance, let me tell you. Deep in the management commentary, you can eventually find nuggets like a note that revenue from vehicle OEMs (Metair supplies parts to local manufacturers) increased by 8% if you adjust for Hesto, with EBIT margins from 5% to 6.6%. That’s a good story, so why is it as hard to find as your keys when you drop them between the front seats?

AutoZone is still a loss-making business as expected, with negative EBIT of R24 million for the six months. This is why revenue in the aftermarket parts and retail segment grew by 33%, but EBIT fell by 32%. If you exclude AutoZone, the segment achieved an EBIT margin of 6.1%, which is in line with management expectations.

So, the underlying theme here is one of resilience. Despite the US tariffs and all the other reasons why the local OEMs should be performing terribly, they’ve actually been decent. This is great news for Metair and the entire value chain. Notably, group HEPS from continuing operations was down 8% to 71 cents, so things are still tough out there.

On the balance sheet, the consolidation of Hesto’s debt and working capital requirements, as well as an overall reduction in cash, led to group net debt jumping from R2.7 billion to R5.1 billion. All covenants on the debt restructuring were met in this period, with the group taking a highly conservative approach to capital expenditure while they look to further improve the balance sheet.

Metair also included this rather juicy nugget about ArcelorMittal (JSE: ACL): “ArcelorMittal South Africa announced at the end of August that they will be closing their long steel business at the end of September 2025. Despite commitments made to produce the steel orders that we required for the remainder of the year, this did not happen. Metair is working closely with our customers on the alternative steel supplier that we have been engaging with for some time to ensure our supply commitments are met.”

It’s pretty disappointing to read this in the context of the amount of money that was thrown at the ArcelorMittal Longs business to try and save it.

FY26 is going to bring further challenges, like changes to the model ranges at major customers. Metair is such a difficult business to run, as they are largely beholder to the decisions made by the OEMs who manufacture vehicles here. This is exactly why they’ve taken steps like the AutoZone deal, as they want to have more control over their own destiny.

And there’s still the overhang of the European Competition Commission’s investigation into European automotive battery manufactures, including Metair’s business Rombat…


Old Mutual is further proof that short-term insurance was the rising tide for all boats in this period (JSE: OMU)

The “right to win” for the bank is one of four strategic priorities

Old Mutual has released results for the six months to June 2025. The company needs to close the long-term performance gap to arch-rival Sanlam (JSE: SLM), with Old Mutual’s share price having made a sharp move upwards in recent months:

This rally has been driven by the market’s expectations and now confirmed knowledge of Old Mutual’s recent performance, with results for the six months to June reflecting adjusted headline earnings growth of 29%. As we’ve seen across the sector, the positive underwriting performance (margin up 270 basis points to 7.1%) in Old Mutual Insure was a substantial boost.

To bring that growth down to earth, the interim dividend was up 9%. Still strong, but certainly not 29%. They have announced a substantial share buyback programme as well.

In case you’re wondering about the adjustment to headline earnings, look no further than Zimbabwe. The transition of the functional currency from Zimbabwe Gold to the US Dollar actually took group headline earnings lower, so the adjustment makes a huge difference here.

The life insurance business also has plenty of work to do, with life sales up just 1% and the present value of new business premiums down 7%. The past year was very much a story of short-term insurance, not life insurance.

Another issue is net client cash flows. Although Old Mutual is quick to point out the 7% increase in gross flows, you have to read through the detail to find that net outflows more than doubled year-on-year. Ouch.

I remain very skeptical of the plan to establish a bank. It’s an incredibly tough space and I don’t really see what Old Mutual is going to do differently, with most of their strategic messaging being around their distribution potential through existing Old Mutual branches and financial advisors. I’ve gotta tell you, all the legacy banks have a branch network, so what exactly is the key differentiator here? Even with all its strategic differentiation and the strength of Vitality, it took Discovery (JSE: DSY) ages to finally break even in their bank in recent months.

Perhaps Old Mutual will surprise me.


MTR drives record production at Pan African Resources (JSE: PAN)

And there is more growth in production to come

Pan African Resources has been very good to me this year. As I’ve written a few times, I took advantage of the market panic in early February and loaded up on gold exposure, as it looked to me as though the market was overreacting to a disappointing interim period.

It’s hard to pick the absolute winner in any given sector, but I’m certainly not upset that my capital has more than doubled since then. Shiny indeed!

Thanks to the Mogale Tailings Retreatment (MTR) operation, Pan African Resources achieved record production in the year ended June 2025. There’s more to come, with Tennant Mines achieving its inaugural gold pour in May 2025. If gold prices remain favourable, Pan African Resources should keep glowing. The bulk of the production uplift is expected to happen in the second half next year, will full-year guidance of 275,000 ounces to 292,000 ounces vs. 196,527 ounces in the year just ended.

It was by no means a perfect year for Pan African though. All-in sustaining costs (AISC) came in at $1,600/oz, up 18% year-on-year and above the upper end of guidance of $1,575/oz. The increased production next year is expected to improve unit costs, with guidance for AISC of between $1,525/oz and $1,575/oz in FY26.

With all said and done, revenue was up 44.5% for the year and HEPS increased by 46.7%. It certainly would’ve been nice to see some margin expansion on the HEPS line, but hopefully that will come through in the next financial year. Notably, although net debt jumped from $106.4 million to $150.5 million over 12 months based on expansion, it’s actually down dramatically from $228.5 million at the half-year thanks to cash generation in the second half.

The group expects to be fully degeared from a net debt perspective in the next financial year. They’ve also approved a share buyback programme in anticipation of having more flexibility on the balance sheet.

I remain a happy shareholder and I look forward to my record final dividend of 37 cents per share, up 68% year-on-year.

As a final comment, I appreciated this statement from CEO Cobus Loots as the very first sentence in the CEO narrative: “I believe any chief executive officer’s report in our sector at present has to start with some commentary on the
gold price.”

There are far too many mining execs who try and take credit for a year in which the main thing that went right is the commodity price. The price is completely out of their hands and it’s great to see acknowledgement of the role that luck plays alongside the decisions taken by management.


Remgro’s HEPS is much better (JSE: REM)

This relates to the scheme of arrangement at R75 per share

When it comes to investment holding companies, HEPS is problematic. The reason is that the way you account for stakes of different sizes (e.g. control vs. significant minority vs. less than 20%) differs considerably. When you move through any of these thresholds, it causes all kinds of accounting complications. Try as it might, the concept of headline earnings cannot catch all the distortions.

It’s far more sensible to use net asset value (NAV) per share, with the management building up trust in the market over time by being consistent in how they value the underlying assets (in theory, at least).

Have you ever heard anyone talk about the Price/Earnings ratio at the likes of Remgro, or do they focus on the discount to NAV? My case rests.

Despite this, there are still a couple of investment holding companies that insist on using HEPS as the basis for a trading statement. Remgro is one of them, with the company guiding that HEPS for the year ended June will be up by between 33% and 43%.

Directionally, it tells us that NAV probably did good things. The market liked it, with the share price up 2.3% on the day. But it would be so much more useful if they gave a range for NAV instead.

We just have to be patient until 23 September.


Nibbles:

  • Director dealings:
    • There’s been a transfer of Goldrush (JSE: GRSP) shares worth R10.7 million among associate entities of directors. Through this process, two directors of Goldrush have increased their effective stake in the group.
    • There’s yet more buying of Sabvest Capital (JSE: SBP) shares by the group CFO, this time to the value of R908k.
    • The CEO of RCL Foods (JSE: RCL) bought shares worth R474k.
  • Universal Partners (JSE: UPL) has very little liquidity in its stock, so I’ll just give the results for the year ended June 2025 a passing mention in the Nibbles. For those who love to live under the illusion that the grass is always greener on the other side, I must point out that the underlying businesses in the UK are struggling with a weak environment. It’s a pretty scrappy portfolio of businesses and most of them are having a tough time, hence why the NAV per share fell by 9%.
  • Here’s something interesting: the founding CEO and chairman of Copper 360 (JSE: CPR), Jan Nelson, has resigned from the board. Graham Briggs was already announced as his successor in the CEO role several months ago, but Nelson has now left the board entirely. Copper 360 has unfortunately not been a success, with the company now going through a capital raise that includes a conversion of various debt instruments to equity.
  • Based on Altvest’s (JSE: ALV) recent announcement of a rebranding and a shift to being a bitcoin treasury company, it’s not a surprise that the company has appointed Stafford Masie (the current independent chairman and in-house bitcoin champion) to the role of executive chairman. The idea here is to give him the ability to drive the execution of the bitcoin treasury strategy. He certainly brings tons of technology experience to the role. As the company now has an executive chairman, they need a lead independent director. Norma Sephuma has been appointed to that role. And in case you’re wondering, the vote to change the name was a resounding success, with literally unanimous approval from those in attendance at the meeting. It’s either going to be the best or the worst decision they ever made. I don’t think there’s much of a middleground here!
  • Richemont (JSE: CFR) has confirmed both the exchange rate and the tax position regarding its dividend. For shareholders who aren’t exempt from South African tax, the net dividend is R39.50 per share. This is after a 5% withholding tax in South Africa and a 35% withholding tax in Switzerland.

Note: Ghost Bites is my journal of each day’s news on SENS. It reflects my own opinions and analysis and should only be one part of your research process. Nothing you read here is financial advice. E&OE. Disclaimer.

Ghost Bites (Adcock Ingram | Anglo American | BHP | Newpark REIT | SPAR | Super Group | WBHO)

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Adcock Ingram released the circular for the Natco Pharma deal (JSE: AIP)

This relates to the scheme of arrangement at R75 per share

Natco Pharma is an Indian pharmaceutical manufacturer that has been around since 1981. They’ve built a seriously impressive footprint across over 50 countries, including developed and emerging markets. And now, they would very much like to own more shares in Adcock Ingram.

Note, I said more rather than all of the shares, as Bidvest (JSE: BVT) is coming along for the ride on this one and sticking around as the controlling shareholder. They are acting in concert with Natco Pharma on this deal. When all is said and done, the expectation is that Bidvest will hold 64.25% and Natco Pharma will have 35.75%.

The scheme price of R75 per share is a 49.6% premium to the 30-day VWAP before the first cautionary went out in July. This is because of the small free float and low liquidity, conditions that typically lead to a higher premium than average for these types of deals.

Assisted by the independent expert, the independent board’s opinion is that the deal is both fair and reasonable to Adcock Ingram shareholders.

If you would like to see what a deal circular looks like, then you’ll find it here.


From Anglo American to Anglo Teck – with Anglo shareholders to hold the majority stake (JSE: AGL)

It’s incredible just how much has changed at Anglo American

The announcement for the merger of Anglo American and Teck Resources set the market on fire – and in a good way. Mergers often lead to pressure on a share price, but the market seemed to love this one. Anglo closed 9% higher on the day.

The structure of the deal is that Anglo American will issue 1.3301 ordinary shares to existing Teck shareholders in exchange for each Teck class A common share and class B subordinate voting share. In other words, it’s an all-share deal.

The companies refer to this as a merger of equals, yet Anglo American shareholders will have around 62.4% of the merged entity and Teck shareholders will have 37.6%. The word “equal” is working rather hard here. Part of getting the deal across the line is the payment of a special dividend of $4.5 billion by Anglo American to its shareholders. They are doing this for “more balanced participation” in the deal, which is a nice way of saying that Anglo is currently too big for the deal to make sense for Teck.

Again, equal?

Another word that deserves to get paid more for its efforts is “synergies” – something that you’ll see in practically every merger announcement. This is the irritating cliché of “1 + 1 must be more than 2” and is much easier said than done to implement. The companies have noted an expectation of $800 million in pre-tax recurring annual synergies, with 80% to be achieved within two years after the deal. A further $1.4 billion annual EBITDA uplift from 2030 onwards based on the plans for the copper businesses.

Speaking of copper, Anglo Teck (as it will be known) will offer more than 70% copper exposure and will be a top five global copper producer. Find someone who looks at you the way the mining sector looks at copper.

Not that we needed any further reminders of just how far we’ve slipped on the global stage as a serious mining destination, but it’s worth noting that the new company structure will be firmly headquartered in Canada. This isn’t just a corporate domicile thing – the top execs will be based there, with various other corporate offices around the world.

It takes a long time to get deals like these across the line. It’s therefore not impossible that other bidders might emerge for either asset. The mining sector has seen many bidding wars in its time.

And in case you’re wondering, the plan is still to sell De Beers (good luck) and finalise the exit from steelmaking coal and nickel.

I’m old enough to remember when Anglo American didn’t want to entertain the BHP (JSE: BHG) deal because it was all too difficult. Since then, Anglo has done a bunch of things that look a lot like what BHP was looking for anyway. They’ve now agreed to do a deal that is at least as complex as the original BHP proposal, if not more.

Interesting.


BHP removes another legal overhang (JSE: BHG)

The Samarco Australian class action has been settled

A decade after the disaster happened, BHP is still cleaning up the mess that was the Fundão Dam failure. As one of the worst environmental disasters in Brazil’s history, this failure led to loss of life and displaced thousands of people.

As you can imagine, this resulted in extensive legal proceedings in various jurisdictions. There were many people who suffered losses from this event, including families who paid the ultimate price.

The latest update relates to a loss of the financial kind, with a class action suit brought by shareholders who acquired shares before the failure. This legal action has taken place in Australia where BHP is domiciled.

In an effort to just remove the overhang and get this particular legal action ticked off the list, BHP has agreed to pay the applicants A$110 million as a final settlement with no admission of liability. BHP expects to recover the majority of this amount from its insurers.


Newpark REIT is selling Crown Mines (JSE: NRL)

The deal is worth R101.4 million

Newpark REIT is one of the more obscure property names on the JSE. The portfolio is extremely concentrated, with literally only a handful of buildings in it (including my old haunts like 24 Central in Sandton and the JSE building). It’s about to get even more concentrated, as Newpark has announced the disposal of Crown Mines to an unrelated buyer.

The selling price is R101.4 million, with the valuation supported by the underlying triple net lease with Bidvest Afcom as the tenant. The lease expires at the end of 2029. The directors have noted in the announcement that they believe that the selling price is reflective of fair market value. The value of the property in the February 2025 accounts was R99.7 million, so they’ve sold it a a price that is ever so slightly above that valuation. The attributable profit was R11.2 million, so the buyer has picked this property up on an 11% yield. As a single tenant property in Joburg, that’s probably about right.

There is one related party consideration here though, with a fee of R507k payable to an associate of the CEO. This is a legacy agreement prior to the CEO becoming a director of Newpark. Although the board followed the right approach here for the deal (the CEO recused himself from voting on it), it did create a situation where the CEO didn’t vote on what is clearly an important deal for Newpark (a Category 2 transaction under JSE rules). This is why legacy related party arrangements like these should ideally be sorted out when boards change.


SPAR is heading for the exit from Switzerland while they still can (JSE: SPP)

And once again, they are incurring more pain just to get out

If you’ve been following the SPAR story for a while, then you might remember that they basically paid someone to drag the business in Poland away. I’m not exaggerating – they literally had to recapitalise the thing to get rid of it.

Thankfully, a lesson has been learnt from that about cutting losses and moving on. The business in Switzerland has been showing a worrying trajectory and SPAR has taken action, with a deal to sell it for just over R1 billion to Tannenwald Holding AG. There are also potential earn-out payments of up to R660 million due at the end of 2027 based on the performance in FY26 and FY27.

Unfortunately, there’s a catch – a pretty big catch. Yes folks, once again, SPAR has had to suffer a cash outflow just to make it go away. How is that possible?

Back in 2016 when every South African management team was desperately seeking offshore assets, SPAR acquired a 60% stake in SPAR Switzerland for R685 million. There was a put option for the remaining 40% that was exercised in 2021 for R920.4 million, with SPAR raising offshore debt to settle that amount. At the time they still owed plenty of money on the initial price, with total acquisition-related debt sitting at R1.455 billion. The trajectory of the rand over the past decade also doesn’t help.

Now, you might have noticed that the selling price of around R1 billion is well off that level. Indeed, SPAR needs to first pay R430 million towards the debt, with the buyer of the business taking on the rest of the debt as settlement of the purchase price. In other words, to be clear, there is a cash outflow for SPAR to get rid of SPAR Switzerland.

In return, SPAR is done with the debt and all guarantees issued by the SPAR group in relation to this business have thus been released. They also have the potential to receive earn-out payments.

If you can believe it, things still get worse. There’s another R253 million outflow to settle the Swiss Competition Commission investigation that led to a fine of this amount being imposed. SPAR initially wanted to appeal the ruling, but now they just want to get out of the country as quickly as possible. This tells you a lot about the prospects of the underlying business.

The offshore value destruction is truly breathtaking. But at least it’s over, which means that SPAR can now focus on the South African business (a competitive bloodbath) and the remaining exposure to the UK. Sigh.


A tough period for Super Group in which they tried to limit the pain (JSE: SPG)

The SG Fleet disposal was definitely the silver lining

Super Group has released results for the year ended June 2025. This period included the sale of SG Fleet that unlocked capital of R7.47 billion, of which R5.54 billion was distributed to shareholders as a special dividend. It also included some very tricky conditions in the rest of the business, with Super Group exposed to an automotive sector in flux. But there was also pressure in Supply Chain Africa, as you’ll soon find out. The group is forced to play life on hard mode at the moment.

From continuing operations, revenue dipped by 1.4% and EBITDA was down 2.4%. HEPS fell by 1.2%. It could certainly have been much worse under the circumstances, so this was a case of trying to minimise the pressure of a difficult environment.

Aside from the special dividend related to the SG Fleet disposal, that deal also did wonders for the Super Group balance sheet. Net debt to EBITDA is down from 2.96x to 0.75x, a huge improvement at a time when they really needed it.

Looking at the segmentals, it’s very important to note that the pressure was felt across more than just the automotive businesses. Supply Chain Africa saw revenue fall by 1.1% and operating profit by 7.6%, with various underlying drivers including lower export volumes of coal and copper. Supply Chain Europe reported another small trading loss and a dip in revenue by 0.1%, so that business is proving to be a real drag on return on assets.

The Dealerships South Africa business suffered a 6.7% drop in new vehicle sales, with disaster averted through a 5.6% increase in used car sales. We saw a similar trend at Motus (JSE: MTH) when they released earnings earlier this week. Here’s the trend that really counts: there’s a 2.5% decrease in luxury brand volumes and 20.8% growth in volumes of Asian manufacturers. All you have to do is look around on the road to see this in action.

Where Dealerships South Africa managed to stem the bleeding at a drop in operating profit of just 1.1%, there was no such joy for Dealerships UK where operating profit tanked by 49%. New vehicle sales were down 7.9% and used vehicles were up 10.3%, with key brands like Ford really suffering. As a sign of the times, Omoda and Jaecoo has been introduced at various Ford dealerships in the UK. What a time to be alive!

The business that went in the right direction was Fleet Africa, with operating profit up 11.3% thanks to a revenue increase of 9.7%.

Despite the numerous challenges, Super Group still expects to grow earnings in the coming year. There are loads of factors at play here, with the Southern African commodity supply chain as a particularly sensitive area that has numerous external variables.


WBHO proves that construction can actually make money (JSE: WBO)

This makes a nice change for the sector

When a construction sector update pops up on the market, investors brace themselves for a story of tough conditions and usually a major contract somewhere that has led to vast losses. Thankfully, WBHO isn’t here to add to that nightmare. In fact, they’ve gone firmly in the right direction in the year ended June 2025 and they have the dividends to prove it!

Revenue from continuing operations increased by 3.5% and operating profit was up 13.5%. HEPS from continuing operations increased by 12.7%. The order book is up 22.9%, so things are looking good for the coming year as well.

South Africa contributed revenue growth of 1%, while Rest of Africa was up 14.6%. The South African business is much larger though, hence why the group number comes out where it does. The UK business also did well, with revenue up 5%. Notably, one of the drags in performance in the South African business was a lack of building projects in Gauteng. That tells you something about investment in fixed assets in what is supposedly the economic powerhouse of the country.

WBHO’s management team feel confident enough to have declared a final dividend of 300 cents, taking the full-year dividend to 620 cents. That’s significantly higher than the prior year at 460 cents. Despite this, the share price is down 19% over the past 12 months.

Construction, hey. It’s not for me.


Nibbles:

  • Director dealings:
    • Des de Beer has bought another R2 million worth of shares in Lighthouse Properties (JSE: LTE).
    • Although it comes through as a director dealing, pledges of shares aren’t a dealing in the traditional sense. They are merely the use of shares as security on a loan, which means there may never be an actual dealing. Disclosure requirements bring such pledges into the net though, giving the market an indication of how directors are using their shares as security. At Stor-Age (JSE: SSS), directors have been renegotiating their loan facilities with Investec and this has led to a reduction of the shares that have been pledged as security.
  • In July this year, Sibanye-Stillwater (JSE: SSE) announced the acquisition of Metallix Refining. At that time, the estimated purchase price for the equity was $82 million. All conditions for the deal have now been satisfied and so it has gone ahead. Due to working capital movements since June, the eventual price was $78 million in cash. This values the business at $129 million on a debt-free business. This deal strengthens Sibanye’s market position in recycling in the US.
  • Here’s something interesting: Barloworld (JSE: BAW) announced that Silchester (the minority shareholder that has made tons of noise about the offer by the consortium) has reduced its stake in the company to 14.754%. Meanwhile, Absa Capital Securities has moved up to 8%, a stake held on behalf of clients. And no, I’m not quite sure what is going on here. There are a few different permutations and I would prefer not to speculate. We will just keep an eye on it.
  • Hammerson (JSE: HMN) announced that Rob Wilkinson will come in as CEO from 1 January 2026. This means that Rita-Rose Gagné will see out the rest of the year in the CEO role, retiring after roughly five years in the role. Hammerson is certainly doing a lot better these days, having been through a tough time in recent years.
  • Brikor (JSE: BIK) announced two new coal off-take agreements. The first is to Eskom’s Grootvlei Power Station for three years and the second is to a private company for one year. This relates to the structure through which Brikor earns an agreed margin on off-take, with a minimum monthly goal of 150,000 tons.
  • Murray & Roberts Holdings (JSE: MUR) announced that the court has granted an order to a creditor that places the company under provisional liquidation. The end is nigh for the listed holding company. As for its downstream subsidiary, Murray & Roberts Limited, that entity remains in business rescue.

Note: Ghost Bites is my journal of each day’s news on SENS. It reflects my own opinions and analysis and should only be one part of your research process. Nothing you read here is financial advice. E&OE. Disclaimer.

Ghost Stories #72: Superbalist to Bash – from startup exits to an omnichannel masterclass at TFG

Claude Hanan and Luke Jedeikin have quite the story to tell. For roughly 15 years, they’ve been at the forefront of eCommerce and omnichannel business development in South Africa. With brands like Superbalist and Bash under their belts, this duo made the journey from indie startup founders to corporate executives responsible for driving growth in groups like Takealot and The Foschini Group (TFG).

Within TFG, Claude and Luke are redefining how omnichannel retail works in South Africa. This strategy is a core growth engine at TFG and contributes to the group’s moat in South Africa.

But what are the secrets of omnichannel retail and why is it so successful? What sets it apart from eCommerce? And what are the key ingredients that a retailer actually needs before they can take this step, proving that implementation is always much harder than having ideas?

Get ready for an omnichannel masterclass from two of the most respected names in retail in South Africa.

This podcast is brought to you by The Foschini Group and Bash and is for informational purposes only. Please treat it as just one part of your research into companies like The Foschini Group and remember that at all times, nothing included in this podcast should be taken as investment advice.

Listen to the podcast here:

Transcript:

The Finance Ghost: Welcome to this episode of the Ghost Stories podcast. Today we’re going to be learning all about omnichannel retail and eCommerce and all these very exciting things. And there’s honestly no one better to be doing it with than my guests today. So buckle up because we’re in for a really insightful, detailed conversation about retail.

Claude Hanan and Luke Jedeikin, thank you so much for making time for this today. They are the Chief Omnichannel Officers of The Foschini Group. They are the co-founders of Bash, which I think is a name that people will certainly recognize. Anyone who has been following the story of The Foschini Group recently will know the name Bash. Anyone who quite frankly has looked at the list of top downloaded apps in South Africa will know the name Bash.

So well done, gentlemen, and thank you for joining me on this podcast. I’m very excited to get some insights from you. Claude, Luke, welcome.

Claude Hanan: Thank you. Thank you. Thanks for having us.

Luke Jedeikin: Thanks very much. Happy to be here.

The Finance Ghost: Alright, let’s start with – speaking of here, let’s start with how you got here. Let’s go back a little bit because you’ve been at it for a long time together in terms of building eCommerce businesses. And my understanding is literally the word “together” is very relevant there because you’ve been partners for a long time, which is always really impressive. That’s not an easy thing to actually get right. And I’m sure we’ll dig into some of those topics as well.

But I want to really go back to the start in terms of your involvement in eCommerce because you’ve built some businesses before Bash that people will also know. And I’m keen to dig into that story. I’m not sure which one of you wants to kick it off or how you want to tell that story, but let’s get into where it all started?

Claude Hanan: Cool! So it all started – Luke and I have known each other for a very long time. We were at school together. We then studied different things. He studied law. I studied finance. Luke eventually went on to join Ogilvy in the advertising industry and I joined Allan Gray. And I think – clearly we always had entrepreneurial spirit. And the beginning of our story really was when I read an article about Groupon in a Fortune magazine in 2010. I was on a family holiday sitting on an airplane on the runway in Greece and Groupon at the time was the fastest growing business in the history of commerce kind of thing. It was just a hyper-explosive business model. Found it obviously quite intriguing and then came back from the holiday and started speaking to some mates of which Luke was one to understand if anyone had heard of it.

And to our surprise, few people had! So it kind of sounded perfect to us 26-year-olds and we agreed to start a Groupon-type business. That was 2010. We planned it for about nine months. We launched early 2011. By the time we launched there were around 40 clones in the market.

I don’t know if you remember Ghost, the Groupon craze of 2011, Groupon themselves had landed in South Africa. There were just tens of businesses doing exactly the same thing that we were because the barriers to entry were essentially non-existent. It was like a two-page website. You didn’t have to deliver physical goods, your delivery was an email. It was a very easy operating model but not a very good business model. And so immediately we got pretty scared at the ability to not differentiate ourselves and we pivoted into traditional eCommerce round about that time. I’m oversimplifying.

Having to deliver physical goods creates a moat. It’s just a much harder business to run. And customers loved CityMob. Customers loved these discount-oriented businesses, but suppliers didn’t. So we rebranded essentially to improve our source of supply. There was a lot of criticism at the time and unhappy customers. During the rebrand, we rebranded to Superbalist and moved into a traditional retail model that still included a group buying aspect and that was around 2013 and Superbalist was born.

As part of that pivot and naturally moving to something that is harder, that has bigger barriers to entry, it was more expensive to run. So we were naive in that pursuit, in some ways. It was smart in some, it was difficult in others – and we needed to raise money. It was quite clear that when you’re buying inventory – we were up against the likes of Zando at the time, which had funding from Rocket Internet. Spree was part of the Naspers stable. Before that they were Style36. And so our competitors were well funded – Takealot had just raised $100 million at the time and we realised we needed money. To summarise that, the start of the whole story was 2010, we founded CityMob. It was a group buying model. We pivoted into retail, retail found us, we kind of landed there by mistake. We raised money. We then got bought out by Takealot in 2014.

The Finance Ghost: Fantastic. Yeah, I’m keen to hear the Luke version of this because Luke, you were 26, you had studied law, you were working at Ogilvy in marketing, so you’d already disappointed your parents by then – you were clearly not becoming an advocate! So was it a natural thing to just go to them and say, actually on top of all of these things, I’m just going to go and start basically a group buying business with my mate from school and the rest is history. How quickly did you go full-time versus side-gigging this thing?

Luke Jedeikin: Yeah, I YOLO’d into it, or at least my memory is that it was pretty quick. So my story is that the advertising game c.2008/2009, pre-World Cup was still what we call now quite traditional. So the media was still billboards, below the line and above line TV. The industry knew that digital was coming, but it was nascent and the skills within those organisations weren’t really digitally focused or digitally native. And so they were either acquiring businesses or trying to upscale. And Ogilvy created something called the Ogilvy Digital Marketing Academy which was a 10-week course. Each week covered a vertical. For example, mobile would have been hosted by Vodacom or advertising would have been hosted by Google.

And I’m not sure how it happened, but I was lucky enough to be one of the attendees of the first cohort and certainly the youngest. It was designed to upskill the employees of the group really in anticipation of the World Cup which was coming in 2010. You can imagine all the big tier one sponsors suddenly have eyeballs on South Africa and the local guys needed to kind of show that they knew what they were talking about.

And within that digital course, it didn’t actually inspire me to stay in advertising and nibble at digital – it kind of blew my mind and made me super itchy about how big this new market might be. And so when Claude reached out to me with this group buying idea, I was already percolating on how do I get into this digital space. The timing was really good.

I want to say I resigned round about November and was working in anger from like Jan and I think we went live, Claude, maybe Feb/March? Like live, website – it was quick, quick, quick.

Claude Hanan: Yeah, it was quick.

The Finance Ghost: And that’s the barriers to entry we’re talking about, or lack thereof actually. You can go live pretty quickly.

And Claude, your financial background then shines through there because I noted you were on holiday in Greece in 2010 when the Greeks were basically willing to pay you to go there because they were in so much trouble. So well done. That must have been the cheapest overseas holiday basically in history, if I think back to what was going on in the world around that time.

There’s an important lesson in there, actually, which is around the benefit of just reading widely. It’s so cliché – people say just read, but it is also so true. If you hadn’t read about Groupon in that moment, who knows what you guys would be doing today? It might be this, it might not be this. There’s no way to A/B test that.

But the point is, if you can read widely, then you’re going to expose yourself to all these different ideas and you’ve got a good shot at then spotting a gap in the market that led to a business like Superbalist, which is a brand that everyone will be very familiar with, even those who weren’t around at the time of the Groupon craze or weren’t really following that story.

And that’s the business that you eventually sold, so maybe we should move on to that story, actually. I want to hear about the exit of Superbalist. If you look back on it now, what was that process like for you? What was the story there?

Claude Hanan: Yeah. And just to build on that also the naivety. Embracing naivety is super important because it does kind of dwindle as you age. I think Luke and I are a lot more cynical of business ideas today than we were 15 years ago.

The Finance Ghost: It is – sorry, that is so incredibly true. Ignorance is bliss, right? It is absolutely that. It absolutely is. I agree with that 100%. There is something to be said for starting when you are young and full of dreams and the world hasn’t assaulted you yet. It’s remarkable, actually.

Claude Hanan: Yeah. So there we needed money, I think I touched on it. We had gone through two due diligence processes. One with Naspers, which lasted about five or six months. Super thorough. We were this tiny, immature business with teams of lawyers and accountants coming in to scour our documents and try build a view of the business. A little bit like bringing a gun to a knife fight in hindsight from a DD perspective.

Then post that process, they pulled out. There were some global changes in their views on what businesses were appealing to them. So that due diligence failed.

We then immediately started another DD process with a UK hedge fund. That lasted four to five months. Equally thorough. That fell through and then I guess it was somewhat fortuitous – Takealot had just raised $100 million from Tiger Global. We reached out to the CEO at the time and he was keen to meet. The CEO and the CFO personally conducted the due diligence. It took six weeks and the deal was done. Look, timing played a role.

I also, in hindsight, remember feeling remarkably at peace, because it was kind of like the last swing, the last roll of the dice. If we hadn’t raised money or been bought there, we most likely would have had to shut shop. We were losing a decent amount of money. We were like R10 million in debt that we needed to repay to angel investors. But there was this weird confidence that came from knowing that. I just remember it being like quite a strange moment of clarity. We just had to close the round. And we did. And it happened quickly. So that was August 2014. That was actually 11 years ago this week that we sold to Takealot and we got shares in Takealot. There was no liquidity event for us. Our minorities got paid out and then began our Takealot journey.

The Finance Ghost: Yeah, that’s fascinating. I mean, there’s obviously a little bit of a cliché, never-give-up lesson in there, But I mean, two DD’s – one was basically a trade buyer, one was a financial investor. I can only imagine how hard it was to watch both of those DD’s go wrong. Do you think it’s something you could have done differently? Or was it actually just the sign of the times and maybe just a mismatch of potential buyer? Because it sounds like they almost over DD’d you a little bit, as opposed to Takealot, which kind of saw – look, this is what it is, it’s a startup.

Finding the right buyer is more than half the battle won, right?

Claude Hanan: Yeah. I think maybe what was so different between the two – and this was almost suggested to us by the Takealot executive – we were trying to raise money in the first two. In the third, it was an outright acquisition to place within an existing retailer.  At the time, Flipkart of India, which is kind of like Walmart/Amazon of India had bought Myntra, which is kind of like the ASOS or Superbalist business. So there was this global trend of infusing a general merch retailer with an apparel retailer.

I think that Luke has spoken about this – if one of the first two deals had succeeded, we would have built a business a fraction of the size that we ended up building. So we actually got incredibly lucky. Like, you never know when you’re getting lucky kind of thing. We were devastated, gutted when those things fell through. It was super tough, but it worked out in the end.

Luke Jedeikin: Yeah. And I think just to add to that, the first two were investors. So they take a look at the P&L. eCommerce businesses are really just fulfilment engines with a skin on the top. And raising money is one thing, but then you inject the money into subscale logistics and you see how it burns. And I think the difference would Takealot was they had leverage. It’s not just about giving money to this entity. It’s like, we can fix this part of your P&L, we’re at scale, we have a fulfilment engine. So from a risk point of view and a strategic point of view, it’s a very different consideration when you’re applying leverage versus just money into a dream.

The Finance Ghost: Yeah, couldn’t agree with that more. If I think back to when I was in my corporate finance days, when you were speaking to someone looking to sell a business, one of the biggest conversation topics was strategic versus financial buyer. Because nine times out of ten, a strategic is going to give you a better price because they can actually unlock something interesting by buying your business. Whereas a financial buyer is literally walking in and doing the sort of five-to-seven-year cash flow forecast and working out the IRR. And it’s got to make sense and they’ll take a big haircut there for risk and then they’ll offer you – it’s the old joke, you make your money on the way into a deal, not on the way out. And if you’re the seller of that business, then you’re the one on the wrong end of that lowball offer effectively.

That’s just the way it is – finding a strategic buyer is always going to be the better outcome. And it sounds like it’s the outcome that you got in 2014. So well done on that. But that of course was just the start in many ways rather than the end. Because as you said, you then went and built a much bigger business within the Takealot stable, so I think let’s do those years.

The gap between that and getting involved in Bash was the period of Superbalist for several years, right?

Claude Hanan: Correct. And it was just such a privilege to be a part of the Takealot group during those years. So 2014 through 2020, there was takealot.com which ended up acquiring kalahari.com. There was Superbalist which we were running. And then there was Mr. D, which was the food delivery business and the backbone logistics business of all three of those consumer facing businesses. And the group went from around R400 million turnover to R6 billion / R7 billion in those six years. So to have a seat on the group executive and witness that kind of growth was just phenomenal. The learnings were second to none.

It was a super intense, high-performance culture in a way that we – we didn’t understand that type of culture actually existed. We came in super green and I guess elements of corporate, but not quite corporate. Just the need for precision day in and day out was like nothing – we weren’t prepared for that. There was a big growth curve for us.

And then in addition to, I guess just the growth curve culturally, we were suddenly managing enormous budgets. So we had this again, privilege, of now growing what would become a household name in retail. TV ads, tens of millions of brands, Google and a digital marketing budget, a big wage bill. And so yeah, we took on that challenge and in hindsight, we were really pleased with where it got to by 2020.

There’s a bit of nuance and backstories in between which we can unpack. But by 2020 we felt we had done what we needed to do. We had reached a billion rand in annual turnover. We had acquired our biggest competitor at the time, Spree. As they were both Naspers companies, there was no point to hold two, and we were ready for the next thing. But Luke I’m sure will have some more colour on, on those six/seven years.

Luke Jedeikin: Yeah, I think just the ambition – so Takealot was backed by Tiger at the time. You had an American hedge fund with an emerging market strategy and the play was: take the market. It was “be big or don’t bother” kind of thing. So from the prior two diligences that we’ve spoken to, which is kind of like: what is your DCF and when do you break even? This was: we’re not interested in that. We don’t do small businesses. We, we want – the mandate is to be the dominant player in every single category. Show us what that looks like.

And so from a forecasting point of view, Claude spoke to precision, but it was also a completely different way of thinking about a business. When you’re kind of looking at survival, now you’re being tasked – can you show me a medium, large and super aggressive growth plan? Show me the aperture of revenue at 65% CAGRs, 85% CAGRs and 100% CAGRs. And show me what that does to the bottom-line cost. Let’s start there. And then they’re like, okay, this is the appetite we have. Choose somewhere between the medium and aggressive.

The Finance Ghost: I mean, that’s the dream, surely, right? As a young startup founder, that’s exactly what you want, isn’t it? Like go make this big. Okay, I’ll do that.

Luke Jedeikin: Absolutely. And in the beginning, it wasn’t big enough! So absolutely a great privilege and I like to think of – it was really just growth university. We learned how to grow, we were doing 85% to 100% CAGR for five years in a row. And that in eCommerce world – you double turnover, you double orders to handle orders, you’re doubling kind of your logistics capability, your customer service capability and with that is: how do you build a culture? How do you stop the wheels coming off? Unusual really – I think unusual in SA to have that kind of ambition. But there we were.

Claude Hanan: The culture thing is a personal obsession and we can touch on it. But what’s unique about those environments and we’ve had similar at Bash considering the growth, is you’re bringing in 5 to 15 new hires on average in any month. Round about season it’s more, but that’s 5 to 15 new personalities. They bring their own views of the world, some of which are super valid. They don’t necessarily understand exactly what we’re trying to achieve here and the paths we’ve walked to date. And so you have to be so deliberate. Hiring is one thing and I think over the years we’ve built up a really good competency in hiring. But onboarding – what happens from day one – is equally critical. You’ve got expensive resources joining the business. How quickly can you get them up and running? How quickly do they feel engaged? And that’s a massive challenge for a high-growth business relative to a mature business.

The Finance Ghost: Yeah, it’s great to hear that kind of journey and the different experience along the way. It makes me think of that typical Dunning-Kruger situation where a lot of people build small businesses and then they think they’ve learned everything and they go, oh well we’ve nailed this, we know everything. And then you go and put yourself in an environment like that and then you realise: actually, I know nothing – the learning curve is vertical again. It’s that “valley of despair” on the Dunning-Kruger chart. I always encourage people, if you’ve never gone and read about Dunning Kruger, go and check it out because it’s a really good framework and you always need to check yourself on where you are on this thing, have you really grown to the point you think you’ve grown to, what do you still have to learn, etc.

And it must have been amazing to go through that journey. You talk about 5 to 15 people a month – it’s incredible growth – that is building a business. I’m under no illusions that my little media operation, which absolutely depends on me getting out of bed on time every morning to get Ghost Mail out, the learnings in that environment – I love what I do, but it’s not going to be that. I don’t ever really want it to be that. That’s another story – to be able to build a culture at that size, bring that many people, get everyone pulling in the same direction. I mean it’s just, it’s fantastic. And I guess in so many ways that primed you for your more corporate life now at The Foschini Group, which I suppose we should move on to in terms of how you guys got involved in Bash.

So the actual exit of Superbalist and then the journey to get into Bash, I think let’s cover that?

Luke Jedeikin: It had been 10 years, around about 2019, Claude and I – I think he mentioned we’d hit some big milestones, turnover milestones, merging with our biggest competitor at the time, which was Spree. We’d had all of this experience that we spoke to, but it was also intense and exhausting and breakneck. So we were somewhere between needing a break and feeling very accomplished, I suppose.

And the business had gone from, I guess, the build phase to the run phase. Claude and I ultimately get our kicks out of building the platform, the brand, the experience, the operational rigour. And I would say the last year and a bit, it was much more like running a generic retailer than it was necessarily a tech business. So all of those things precipitated us deciding it was time. Little did we know it was going to be a global pandemic a year later. And so we agreed to see out the financial year which ended in March 2020, which meant that the first two or three days of hard lockdown were our last days of that tenure. I went into the office over a weekend and packed the box with no one after Cyril’s announcement. And that was the end. There was no big party or ribbon cutting ceremony.

But at that point we kind of decided to just take it easy. We weren’t necessarily sure that we were going to do something together. We were open minded in that time. We were looking for high growth opportunities that Africa or South Africa had some potential leverage in globally and where we could be early, which is where we were in 2010. We actually looked at cannabis as a space. It was looking like SAHPRA was going to start approving things which they since haven’t done as quickly as we thought. We looked at the European markets, the US markets, prepared a business plan in that space. In the end didn’t pursue it.

And I guess in a parallel lane with COVID lockdowns and so on, it simultaneously obviously forced a lot more people into the digital space than ever before. Both businesses and consumers, of course. And we were I guess on the market – restrained for the year, but in that space of deciding what to do, many different entities sniffed around as you can imagine. They were looking for digital skills, I guess under duress. But Claude and I had always had admiration and respect for TFG and saw its potential.

If you see the building blocks of what TFG is versus other listed retailers, other listed retailers are largely monolithic. So Mr. Price is a great brand, but it’s a singular brand, as is Woolworths vs. TFG with at the time, I think 15 or 16 different brands online and another five or so that were yet to be online, but household names spanning multiple commodity categories from furniture to jewellery to apparel and an enormous store footprint. We looked at all of the various assets, said if they stitch this together, we believe of the listed retailers they by far have the biggest structural advantages with an eCommerce hat on.

We, during that period, ended up meeting the current CEO Anthony and the then CFO and it was really just a casual chat about how might we see the world. It wasn’t like an open role or a job. Claude and I went away and I guess it was a bit like a business plan as well. We put together what we thought TFG could do – like a thesis, which the rest is history – it was the bones of bash which is de-duplicate costs, work harder on leverage, point all of the traffic and customers into one place, not 15 to 20 different places. And we think that in summary, you have enormous scale. You just need to concentrate it.

Claude Hanan: The thing I wanted to add, when we were at Superbalist, we would often discuss which of the listed retailers intimidated us in terms of their online potential. And for reasons Luke’s described, TFG was the one if they were to consolidate all of these properties.

Of course quite a difficult thing. On paper it makes great sense. Tens of millions of customers, a credit offering, 20-odd internal brands, 300+ third party brands on the platform, 3,000+ stores. Putting that all together is a super compelling proposition – commercial proposition and customer proposition.

Getting it done in hindsight took a lot. Anthony and the board were bold and they had the vision and they agreed with the potential. And we can talk to it later in the show, specifically regarding capital markets day. The one point we wanted to land there was that those hard yards have now been done on paper. A lot of things make sense for these listed multinational conglomerates, getting them done is quite different. But the vision was there and through a ton of persistence, we’re now on the other side. And that theory, that thesis came true. It’s paid dividends, it worked damn well. Customers have reacted positively.

The Finance Ghost: Yeah, what’s that Guy Kawasaki quote? Ideas are easy, implementation is hard – never truer words spoken, honestly. But I think you also mentioned earlier, I mean, I heard stuff like how eCommerce is a fulfilment engine. I think you used the word “skin” at one point. So it makes sense if you’re bringing the skin, you want to go and find the biggest, meanest body to go and put it on, right? And add the most value. So I can understand exactly what the appeal with TFG was in that context.

And it’s amazing that once again then you guys ended up working together because as you said, Luke, that wasn’t actually guaranteed. I’m sure you are extremely happy that you didn’t wade into the cannabis world, which I think has claimed many scalps along the way. I don’t think that that’s gone nearly as well as many people thought it was going to. So definitely the right play to go, eCommerce, especially with what’s happened in the world. And some of that you would have foreseen and some of that would be luck, right?

Maybe that’s a good thing to ask you next is in terms of the last few years and eCommerce adoption and growth, did you guys see this coming or has this surpassed even your expectations of where things have gone? Because five years ago no one understood what on-demand grocery was. You know, what do you mean a scooter is going to bring me my food in the next 40 minutes reliably? That doesn’t make sense. I need to go to the shop now! It’s crazy. And now the expectation is just, no, this is just the most normal thing in the world. It’s a non-event, it’s amazing.

Claude Hanan: We did a piece of research on why eCommerce is even growing. I think firstly, a point we often like to reiterate is we’re not eCommerce evangelists, we’re technology evangelists, digital evangelists. Because those two things unlock enormous value in any business and very much in the retail sense apply to the physical stores as much as online stores. So just parking that for now.

In terms of eCommerce, why is eCommerce growing so much? Firstly, it’s this explosion of choice. If you look at Amazon and Shein, they’ve just got an unimaginable amount of SKUs on offer in the hundreds of millions, with tens of thousands going live every day. So this explosion of choice is just far better suited to a digital channel. The customer experience of navigating through all that is much better online.

Tightly linked to that is for each year that passes, there are more and more digital natives who are entering the workforce. Even engaging with someone five years younger than you are – or we are – never mind 10 years or 15 years, you see just how comfortable they are with digital channels. And customer expectations have changed in that regard.

And the third one linked to that you’ve touched on it is just the improvement in fulfilment and service design. The experience has just improved so much over the past 10 years. It’s often genuinely enjoyable to shop online. Those three things combined have led to this explosion. But Africa remains remarkably behind the curve. You know, there’s Euromonitor data that I saw quite recently, it’s actually pretty fascinating just how small the online penetration is in Africa versus pretty much all other continents. So there should still be a ton of upside. It’s growing, but it was off a very low base and there should be more growth still.

The Finance Ghost: I would agree with that. I always use TFG’s results actually as a good gauge for eCommerce penetration because TFG has businesses in Australia and the UK as well. And obviously the disclosure always includes the online sales penetration rate. So that’s – TFG has always been very useful for me actually to see that difference in adoption here versus overseas. And there’s a million reasons for that. But I do think that the trend is definitely up in terms of adoption. I can see it when I read stuff like the big Real Estate Investment trusts who own shopping centres, a lot of their disclosure is talking about flat footfall or sometimes slightly down. And then average basket sizes tend to be going up on shopping trips. So what’s happening is people are going less frequently to the shopping mall, they’re making more of a trip of it, but they’re going less frequently. Why? Because they’re buying online.

And obviously, what’s interesting, and you know, as I introduced you at the beginning, it was not Chief Online Officer, it was Chief Omnichannel Officer, which is actually about getting digital to work with the store footprint. So we will definitely get into that. This is not online only.

Actually, we may as well do it now, why not? So why do you think it is that omnichannel actually is what works really well? And I’ll mention one – with my limited exposure to retail – I guess the one story that always sticks with me and now it’s part of Mr. Price is Yuppiechef. I remember reading at one point that Yuppiechef – I mean, it was online only for a long time and it was only really when they started actually getting a store footprint and they went omnichannel that things really started happening for them. And credit to Mr. Price, they’ve done well with that business, TFG doing really well on the omnichannel side as well.

What is it about omnichannel that you think works so well versus purely online? Because obviously you’ve had amazing exposure to both.

Luke Jedeikin: If you look at an online P&L, your biggest cost areas are going to be fulfilment and going to be marketing or customer acquisition – because you live in a virtual space, you can’t buy physical real estate and attract footfall – and people.

So structurally, if you look at augmenting online with brick and mortar, which is omnichannel on the customer side, you see much lower customer acquisition costs. Because stores essentially do two things. They are both a customer acquisition asset – there’s billboards in every single mall pushing a brand – and they are simultaneously a fulfilment asset. They hold stock, they’re close to customers, they’re in strategic locations. And if you use them as jump off points to deliver from or collect from, it’s hugely advantageous.

So in raw numbers, your fulfilment costs are meaningfully lower than a pure-play and your customer acquisition costs are meaningfully lower than a pure-play. And so if you’re smart about leveraging that, there are clear advantages.

And then when you look at South Africa, geographically, South Africa is three times the size of Germany. It’s a big place. So if you have a centralised pure-play fulfilment model, you can have the most advanced DCs in the world with lasers and robots and whatever else, but you’re still putting something on a truck that needs to go a large distance. So having a massive store footprint where you’re moving freight from DC to store, as opposed to fine picking logistics on a unit basis, your cost advantage is phenomenal. It’s very easy just to see, being as familiar as we are with a pure-play P&L and then looking at those inputs from omni and for that reason we knew we would break even quickly, but we’ve broken even two years quicker than we even imagined because of these factors.

The Finance Ghost: Yeah, that was one of the headline points actually from the capital markets day, which we’ll touch on now. Before we get there, I just want to mention I read – it was Walmart that released results this week – and I mean, their digital growth is also really strong. But the one point that comes through there as well is fulfilment from stores is growing really, really, really, really quickly because it’s like having a little DC much closer to where that person is. And the stuff is designed to be picked off the shelf as one or two of, as opposed to there’s a whole box of this stuff in a warehouse. And I think even if you’re not in the retail space, you just think logically through that. You can imagine how much easier it is to go and pick out of a store and fulfil an order than it is to go and pick out of a warehouse and fulfil an order. It’s taking something out your kitchen cupboard versus looking in the boxes in your garage that you should have unpacked three years ago and you haven’t. It’s that kind of thing, isn’t it?

Luke Jedeikin: Absolutely. And that’s the cost advantage, but it also brings a speed advantage -distance and time. So, if you look, there’s a very interesting chart and you look at the growth of Amazon, for example, so Amazon over the geography of Northern America on the X-axis is time, and you can see they kept adding DCs to get closer and closer to customer in the various regions. And as they did that, in the Y-axis is speed of delivery. So the average speed of delivery improved. It went from 10 days to five days to standard and three days. And then they could start offering same day and more recently same hour delivery. But that journey took them many years, more than 15 years. And Walmart, which was late to the party, has, I can’t remember the exact figure, but numerous supercentres they call them, which are these large retail environments. And they kind of went: hold my beer – we’ve got all this distribution and we’re able to pivot those into omni fulfilment locations and offer comparative speed at comparative cost very, very quickly. And then if you look at the factors of customer retention, so ultimately lowering your acquisition costs because your same customers purchase more frequently and you lose less of them. In eCommerce, you can look at all the various factors: price, price elasticity, choice, and all of these things matter. But one of the most profound, if not the most profound, is speed of delivery. And so if you can accelerate your ability to deliver things really quickly to customers, the retention rate flywheel dramatically hockey sticks. And that’s exactly what you’ve seen in Sixty60, the best example – from zero to household name in two years. Why? Because they unlocked those locations and provided one-hour delivery. And you know, it’s kind of a well understood playbook. Omnichannel retailers are incredibly well positioned in that regard.

The Finance Ghost: And the big loser in that space from a grocery perspective, which is obviously way outside of scope for this podcast but just something I’ll mention is Spar. Because Spar’s business was always around convenience. It was on your drive home, it was at your little strip mall nearby. You’d stop off there after work. And now actually a lot of people are ticking that box by getting a scooter to bring them stuff. And Spar, they couldn’t go and implement something similar because of course it’s this disparate group of franchisees as opposed to all of these corporate-owned stores like you have at Woolworths, like you have at Shoprite and like you have at most of Pick ‘n Pay, but not all. So it is just very interesting to see.

Again, the idea can be easy. Sometimes the implementation can be really hard. And I think that’s a good opportunity to talk about the implementation that you guys have done at TFG with the team there from a Bash perspective. Because I think if someone hasn’t been into one of the stores and experienced it, it’s actually kind of hard to listen to these esoteric terms like omnichannel and online – and it’s like, okay, what does this even mean? Is it just a website?

Actually no. I’ve seen it myself in the store with the machines. It almost turns each salesperson into a little entrepreneur actually, where there’s clearly incentivisation directly linked to those sales etc. I think as we maybe touch on some of the key points you want people to know about Bash and from the capital markets day for that matter. I think we should definitely just spend a couple of minutes on what it is that Bash is doing differently from an omnichannel perspective in the stores. What is actually making this thing work? What does the plumbing look like?

Claude Hanan: I think just for some context for the listeners – we in the last five minutes have spoken about why the eCommerce P&L is more profitable for an omnichannel retailer. And I think that’s pretty well established and clear. But now it’s almost the other side of the coin of the digital capabilities going into stores. The thinking behind Bash Store, which it was originally called, but is essentially just an endless aisle capability and referred to now as omniselling inside TFG, is to allow a customer to shop TFG’s entire range from within any store. And so the easiest use case is footwear. How many times have we all gone into a store, asked for a size 9 or 10 in a style you like – there is no 9 or 10. What often happens in retailers across the world is either there’s general apathy, just, sorry, can’t help you, or, you know, worst case, why don’t you go try our competitor across the hall? Or we can pick up the phone and see if another store has the stock and then arrange an IBT of that unit to come back to the store. What Omniselling allows is it’s a handheld device with a version of the Bash app on that device, and the customer will tap on glass, pay for that item there and then, and that item will get delivered either to their home or to a store that they can come back to as a click-and-collect delivery. So it completes the sale there and then, which is beneficial for the company and the customer. And the customer has the comfort that it’ll be coming to them in the next few days.

It’s a pretty simple concept. It works well in many retailers abroad. I think it’s fairly profound, though, in what it can do to stockturn, to store densities. It’s using existing stock, it’s using existing staff, it’s using existing properties, existing leases and the cost of these devices is a few thousand bucks. It’s super scalable and we think really exciting and we’re just kind of touching the surface of the potential at the moment.

The Finance Ghost: Yeah, I mean, it’s all about consumer behaviour, right? You’re removing a friction point because why does someone go to the store – because they want to see something. Maybe there’s some casual browsing element to it. I think people do still do that, but they specifically want to see something or try it on or touch it or whatever the case is.

But there’s almost – oh, they probably won’t have the colour I like or the size – online at least, I can know for sure whether I’m going to get the thing I want, I just can’t see it first. And it’s this constant interplay of do I want to see it and take the risk on them not having it versus do I just want the solution, but then I don’t know if I’m going to like it.

And this kind of plugs that gap, right? So I come to the store, have a look at it, try it on. Sorry, we might not have exactly the one you want, but don’t worry about it. Before you go, you’ve locked in the sale, customer’s happy, there’s no additional friction. And this is something I’ve learned by building the media business that I have is, it’s insane the drop-off rate as soon as someone has the slightest amount of friction in any process. You ask them to click one more time, you ask them to type one more thing, you ask them to take one more step in a particular direction and it’s like all too difficult. And until you’ve actually experienced that, it’s so hard to understand. And I think that’s a big part of what Bash is addressing, right?

Luke Jedeikin: Yeah, exactly. And I think it’s a really interesting point. The whole culture around digital experiences is to be conversion rate obsessed. The entire industry, whether you look at MarTech, various SaaS tools etc. is just iterating all the way down the funnel from login to search to add-to-cart to pay and looking for fine margins of conversion rate upside by reducing friction. And that’s now become so normal that it’s turnkey in the shape of a WooCommerce site or a Shopify site. There’s entire app ecosystems within those environments dedicated to adding recommendations or upselling or whatever. By and large, stores put all of that overhead on their employees. The employees have to have the wherewithal to do the upselling job. The employers have to do the wherewithal to read between the lines and understand what the customer does or doesn’t want and what opportunities there are for upselling or cross-selling, etc.

And so on the one hand, there’s no doubt that In South Africa, 90% of consumers prefer to be assisted by a human being. But what this does is it provides those human beings with digitally-enabled superpowers, going you have a device now that kind of augments both of those behaviours. The device will tell you what the next most likely thing the customer is going to buy. But you can still do the assisting and the selling.

And where we experienced that in quite a profound way – we went to Brazil where this behaviour is quite well entrenched across Brazilian brick-and-mortar retailers or omnichannel retailers. And the expectation is just the service level in store is now profoundly better because they can always help you, they can always get what you want. To Claude’s point, the expectation from these retailers is that they’re always in stock, might not be physically on site, but of course they can get you what you need. And so much so that when polled five years ago and Amazon was entering the Brazilian market, average Brazilian consumers – now this is Amazon who is supposed to be the most service or customer-centric business in the world, that’s their mission, to be the most customer-centric business in the world – in Brazil, they believe that Amazon has poor service and you’re like what? It’s like, yeah, they can’t help you because you get hold of a call centre and they can’t describe the product, they don’t know what they’re talking about versus these omnichannel enabled stores it’s fantastic, you can go, you can speak to a human, they hold your hand and they give you all the benefits of Amazon. You still have the selection and the choice and the ways to pay, but a warm-bodied human being can hold your hand.

And we found that really remarkable because we were in a pure-play environment which is all about removing humans from the picture, just ratings and reviews and automation etc. And to see it turned around and how compelling that is for an emerging market experience, which is give me the human touch, albeit solve problems digitally. So yeah, it’s been super interesting as an experience.

The Finance Ghost: So what I’m hearing is when you’re reading about Groupon in Greece or you’re going to visiting stores in Brazil, the more you travel and the more you expose yourself to what’s out there in this world and the more you read as an entrepreneur, the better your business will do. I think that’s a pretty well-established fact.

You’ve actually created the perfect opportunity there for me to ask you about data and AI which is something I did want to cover off before we bring this to a close. So you talked about conversion rate obsessed. You’ve talked about the human element and getting the mix right of the machine and the human. How does AI and data play into your world? Because that is the one great thing with online. I mean certainly when I was reading that Walmart earnings transcript, the management team continuously drives the point home to the analyst audience of: you’ve got to see our eCcommerce business as also powering the advertising side, also powering our membership model, powering the fact that we have all this data on people and we can then give them personalised offers, etc. In your guys world, and obviously to the extent you can talk about it, how important, how real is this AI thing? How real is the data thing? Are people just paying lip service or do you think that there’s genuine business drivers of this stuff?

Claude Hanan: Yeah, I think absolutely, genuine business drivers. Look, the data piece can’t be disputed and we’ve often said actually that a retailer with an impressive eCommerce business, it’s almost like an indication of how mature they are digitally as an organisation. Because you need a lot of things in place before you can be good at eCommerce. And at the very bottom of that pyramid is data, robust data architecture. And it needs to be fast, it needs to be democratised, it needs to be accurate. And it really drives everything we do and has always done so from way back in 2012. There’s no team, no decision, no process that does not benefit from a metric or some kind of data insight. We absolutely love it. I think Luke and I as individuals revere data. So that shows up in the organisations that we run.

On the AI side, I guess it’s debatable. I’ve been spending a lot of time in the last two months actually trying to understand it because I didn’t understand it very well. I enrolled to a Wharton University online course, AI for Business. And the one thing that I’ve understood now is it’s actually more about machine learning. Because if you look at these AI models, what consumers think or call AI, like these LLMs, these chatbots, it’s artificial intelligence because it approximates human reasoning. Under the hood it’s a machine learning algorithm and its advancements in machine learning, most notably these transformers that use pattern recognition to almost feign human reasoning, there’s ML under the hood. So if you think about the teams at these businesses, at Anthropic, at OpenAI, at Amazon, at Walmart, they are teams who are focusing on machine learning. And machine learning is super valuable in so many ways, specifically like – I mean maybe another word for machine learning is predictive analytics. Getting really good at forecasts, getting more intelligent at how you predict things, be it inventory, being the location of your stock, the type of stock you order, how you design your fulfilment network.

So, I think the a-ha moment for me recently, I guess it’s twofold. Number one, we have to build up a machine learning capability and that is driven by, in terms of the skill set, it’s operations, research, engineers, it’s applied mathematicians, and we do have a small and growing team of that internally to get really good at using predictive analytics for your operations. Then there’s this craze of LLMs and traditional AI which can 10x a lot of people in terms of their productivity and what they do, which is also a huge opportunity. But personally I’m probably more passionate about the former.

The Finance Ghost: I can imagine at Wharton, when they saw Claude has signed up for this AI thing, they must have thought that Anthropic is sending their model actually to come and see what they’re all about. You must be tired of Claude AI jokes. Maybe you aren’t. Whether you are or aren’t, I’m still going to make one. I’m sorry, it’s just how it is.

Claude Hanan: No all good. I don’t hear them too often.

The Finance Ghost: Okay, there we go. We’ll have to change that. Luke, you were going to say something intelligent before I made dumb jokes.

Luke Jedeikin: No, I think Claude’s spot on. At the core, AI doesn’t work unless you have quality data. I mean that’s really well understood. And retailers that have eCommerce that’s working implies they have quality data. Because you know, what is a product? What is your product called? Do you have metadata against that? Product sizes, materials, colours, are those organised in a taxonomy that is searchable and indexable? And all of this stuff sounds trivial. I guarantee you at 90% of retailers it’s a total mess because they grow over decades by osmosis, acquisitions, etc. and unifying all of that stuff and playing with ERPs etc is scary and difficult.

So TFG is there. How you use that data through machine learning models, to Claude’s point, is step two. What I will say though is the consumer shift into LLMs as a tool – I mean you look at the adoption numbers, they’re just hockey sticking for OpenAI, for Claude, etc. – is real and it’s obviously going to start disintermediating firstly, the way we search for things on Google, so our prior vintage of Internet research. And also the number of websites, apps and experiences designed to give you information are being disintermediated. The web as we know it is about: show me where the answer is, I’m looking for flights, cool go to this flight website. I’m looking for recipes. Fine, go to this cooking website. Where now LLMs, just give me the answer, synthesise that information and give me the answer.

So retail won’t be spared. The expectation is that products and inventory too will need to show up in those environments. I’m asking where I can get a Springbok Jersey. I expect that Springbok Jersey to show up inside of ChatGPT. And of course we need to prepare for that world. I don’t think it’ll be entirely in that environment. You know, these waves of digital transformation as we’ve seen, tend to shift the channel mix, but it won’t be entirely in an LLM environment, but a meaningful share will start to move there. But to Claude’s point, if you have strong eCommerce, you are well positioned to enter that environment. Those retailers that aren’t even mature in eCommerce today are going to get smashed for obvious reasons.

Claude Hanan: They’ve got a long road to walk. And you know, this is one of the points we made at capital markets day, that we’re as TFG on the other side of that and that is worth a helluva lot in this environment. Foundations have been built. We now have the optionality of deciding where we want to go with it. The platform’s there. Where should we take it?

The Finance Ghost: Yeah, I could not be more bearish on Google myself. I mean, my own search behaviour has changed completely. I always see Amazon talking about the benefit of searches starting inside Amazon and that’s obviously how this advertising revenue is coming through at the likes of Walmart as well. So things are changing. It feels like everything is going against Google right now rather than with them. But we’ll obviously see how that plays out.

You two have a very big business to run and build, not least of all given some of the interesting stuff that was shared at capital markets day. So I think as we start to bring this to a close, let’s spend the last few minutes of this podcast just talking about, for those who haven’t gone and checked out the capital markets day presentation on Bash, go and have a look, it’s on the TFG website. Go look at the entire capital markets day again. The more you read, the more you learn. Sometimes even while you’re on a runway in Greece, you never know what comes from what you read!

So from a capital markets day perspective, what are just one or two key takeouts that you would love the listeners to this podcast to leave with and to encourage them to maybe go and check out that capital markets day deck regarding Bash, omnichannel and TFG specifically?

Claude Hanan: I think we’ve maybe touched on a few of the. So the one is that as a group, we’ve committed to resourcing the frontline with these omniselling devices and that is a really exciting development and will differentiate our stores from competitors. And the second from my side is just the fact that so many of the hard yards have now been covered.

To build – one mustn’t underestimate the boldness of the vision when we were originally brought on by Anthony. And that’s just the starting point. That was four years ago. The execution that’s happened between then and now, technically, culturally, it has not been easy, but it’s done and it’s a success and it means great optionality for the next decade and a type of optionality that many competitors don’t have.

Luke Jedeikin: I think that’s spot on. And I think part of the work we did was to try just continue to forecast where the market’s going. South Africa is an environment that’s borderline ex growth at a GDP level. And so a retailer like TFG that has a meaningful online asset that is mature stands to enjoy CAGRs in its online business of somewhere between 15% and 20% over the next five years. And I think the importance of that asset in the years ahead versus those who don’t have it cannot be understated within the current economic conditions.

The Finance Ghost: Yeah. Tend to agree with that. So, last question, it’s been such a fun podcast!

The two of you have been working together for a very long time. At one point you thought that maybe 2019 was not necessarily the end of that journey, but you weren’t 100% sure that you guys were going to do the next thing to together. But you did and look how well it’s going. So I think it’s quite an inspiring story for those who are out there building with a partner specifically. I guess what I just wanted to finish off was, what do you think has been the secret sauce for you guys to work so well together? Is it the different skills you’ve brought to the table? Is it the fact that you’re able to have a fight and then forgive each other? What is the magic?

Claude Hanan: Luke got asked this in another podcast recently and his answer there is something we often talk about. I think first and foremost, it’s mutual respect. And you can’t fake that. So to the other co-founders out there, the good news is that it goes a long way. The bad news is it either exists or it doesn’t. And I guess we’re lucky that it has always existed and increased over time. We do have very complementary skill sets and there is a deep mutual respect. And I think by the way, that’s also important for all management teams. If the people in the room don’t command your respect, it’s ultimately going to lead to some form of toxicity and politics. Management teams of 8, 9, 10 people where everyone looks around the table and is like, I’m damn happy to have you on my team, tend to be good management teams.

But then I think just a second thing. There’s two levels of alignment in a business. So there’s purpose, values and standards. That’s like the top of the pyramid and misalignment there is fatal. Who are we? Why do we exist? What’s our mission, our vision? Importantly, what are our standards, our values? And we’ve always been hyper-aligned on that. Then when you move one level down the pyramid to the execution framework, how do we pursue the mission, we have debates there, we have disagreements there, we’ve got different styles. Luke likes to do more complicated things at times than I do that end up securing us enormous value once you get through them. It’s almost an impossibly large moat that gets built once you’re done. I prefer to do simpler things faster to bank the wins. Now that is very healthy debate, just as an example, but we’re never debating the values, the purpose, the standards and I think that’s been key and that’s where co-founders will have disagreements that are fatal and I don’t think we’re ever really going to have that. We haven’t yet and I don’t see why we would. So yeah, those two things combined.

The Finance Ghost: Yeah, it’s a great answer. Luke?

Luke Jedeikin: Yeah. And I think also kind of related, going all the way back to the beginning of our journey into eCommerce around about 2010 is you are building a business, a frontier business. You may need to hire 50 people but who do you hire from when there is no eCommerce in the market? And so very early you have no choice but to hire for aptitude and train the skill. There are no domain experts and so it forces you to kind of look through, well, it’s moot to go find guys with a ten-year tenure in eCommerce. They don’t exist.

But what are the aptitude aspects that you’re looking for? And I think that’s really helpful because you don’t just go look for an adjacent corporate that does the exact same thing you do and just get a floor-crosser. You look a little bit deeper into the top of that pyramid that Claude’s talking to. How do you think about the world in a domain-agnostic way? What values are important, how fast do you like to move, what are you driven by? And so that’s probably shaped our relationship under duress in the beginning, but it does allow us to play in these more frontier spaces moving forward because we care more about the way people think than what they’ve learned.

The Finance Ghost: Amazing, guys. What a really, really great show. Thank you so much. I’ve learned a lot. No surprises there. I think the listeners will have learned a lot as well. Just congratulations on the entire journey, really, and for everything you guys are building at Bash with the entire team there – a passionate bunch and some big targets to hit in the next few years for TFG South Africa. And I know that Bash is key to that.

So I would encourage listeners go check out the capital markets day. As I said, go and have a look at not just the omnichannel presentation. Go have a look at all of them. Read as widely as you can. Read about retailers overseas if this is something that interests you. Read about eCommerce specialists. Read about people who are falling behind. The more you read, the more you will learn.

Claude, Luke, thank you so much for your time coming and imparting so much knowledge on this show. Good luck – you guys are doing some really, really fantastic things.

Luke Jedeikin: Thank you, Ghost. It’s been a great privilege.

Claude Hanan: Thank you, Ghost.

Ghost Bites (Altvest | AVI | Clientele | Metrofile | Sun International)

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Altvest goes all-in on a bitcoin strategy (JSE: ALV)

This gets the crypto crew excited, but what about all the brand equity built up until now?

It wasn’t a secret that Altvest has been looking at a bitcoin strategy. In fact, they’ve had their eye on international bitcoin treasury companies for a while, which are really just companies that have large holdings of bitcoin – for better or worse, depending on what the bitcoin price has been doing.

Now, if you’ve been following the Altvest story, you’ll know that the company has been trying to build a lot of different things at the same time in an effort to scale. They’ve also invested heavily in the Altvest brand, including billboards and the like. This makes it somewhat jarring that the way forward is a rebranding of the listed company to The Africa Bitcoin Corporation Limited (subject to shareholder approval).

Did they really need to bet the farm on the bitcoin story, as opposed to making it one of the verticals within the group, thereby taking advantage of all the work done up until now to get the group to understand that Altvest consists of many unrelated verticals? Instead, we now have a situation where a company with bitcoin in the name has exposure to a game lodge, a family restaurant and a credit fund.

They will keep the Altvest brand for the credit opportunities fund and I’m sure in other places as well, but it still feels like they are walking away from significant brand investment here. It also feels like this is going to kick off another period of management spending their time explaining to people what they actually do.

We’ve dealt with the cons. What are the pros?

Well, for those interested in crypto and especially bitcoin, Altvest is becoming a way to get exposure to bitcoin by holding listed shares. Now, I’m not a bitcoin investor and hence I struggle to see the value of this vs. just holding the coins myself, which would mean pure-play exposure to bitcoin that I’m in full control of. But as I said, I’m not even remotely the target market here.

The company press release notes a capital raising target of $210 million over 3 years (which is oddly specific), a bold target to say the least. It looks like an especially big number in the context of the announced capital raise of R11 million (yes, rand) that accompanied the announcement re: the change of name. They are looking to raise the capital at R11 per share, which is vastly above the current price of R4.60 per share.

If the management team was hoping for a strongly positive response in the share price, they didn’t get it. They got quite the opposite, with the price closing 4.2% lower on the day. In my opinion, taking the approach of focusing so heavily on bitcoin going forwards is going to be a bridge too far for most local investors, particularly as they really needed to show more execution on current projects before drumming up support for the next one.

Time will tell on this one!


AVI’s reputation for turning revenue-flavoured water into HEPS-flavoured wine remains intact (JSE: AVI)

Just 1% revenue growth was enough for them to keep moving forward

If AVI is involved in a big, sweaty ruck, then you just know that the ball is going to magically pop out on their side. The company grinds out a decent performance more often than not, even when the consumer demand environment is weak.

Heaven knows what would happen if we were actually in a strong consumer environment in South Africa! AVI would surely make a fortune thanks to people having more money for coffee and biscuits.

Such a consumer environment is just a pipe dream at the moment. In this environment, AVI could only manage revenue growth of 1% for the year ended June 2025. Despite this, gross profit margin was up 240 basis points (thanks to the beverages business) and gross profit increased by 3.4%. Add in the benefit of solid cost control and you get a 7.8% improvement in operating profit. They actually refer to it as “fastidious” cost control – a word that I can’t recall seeing any other company use! With these numbers, they can use whichever flavourful word they like.

A few other lines later (including higher net finance costs) and you land at HEPS growth of 6.1% – an inflation-beating return achieved off revenue growth of just 1%! Cash quality of earnings is high, as the total dividend is also up 6.1%.

The important thing to note with AVI is that although the group numbers look good, the performance at segmental level shows incredible divergence between the best and worst businesses. AVI has a questionable market position in Personal Care as well as Footwear & Apparel, a competitive bloodbath in which it feels to me like they have no obvious moat.

Just take a look at this chart from the investor presentation:

As you can see, Entyce Beverages is doing all the heavy lifting, particularly in the first half of this year (yay for tea and coffee). Snackworks had a strong second half that pulled the full year picture into the green (or in the case of this chart, the dark blue). I&J had a strong second half after a flat first half. But over at Personal Care and Footwear & Apparel, the second half was worse than the first half, blunting the overall second half performance.

AVI has incurred significant restructuring costs and will see those benefits come through in the next financial year. Aside from the usual factors that influence performance (like fishing performance in I&J), they are hoping for a better year in the Spitz brand within Footwear & Apparel as they move past supply chain disruptions.


Clientèle has complicated numbers, but it looks like the core business had a tough year (JSE: CLI)

Recent acquisitions have made the numbers harder to interpret

Clientèle, like all life insurance businesses, has a complicated set of numbers. Insurance sector accounting is an art unto itself, with metrics that you won’t see anywhere else (like Embedded Value). To add to the complexity, Clientèle’s acquisition of 1Life is now in the numbers.

The narrative suggests that things are far from easy in the core Clientèle business. Lower-income South Africans are struggling (as usual) and this leads to withdrawals, suspension of debit order mandates and more disputes. Clientèle has increased its assumptions around withdrawals to reflect this pressure.

The pressure is clearly visible in revenue from contracts with customers in Clientèle’s business, which fell by 3.6%. Thanks to the addition of 1Life, total group revenue was up by 3%.

The good news is that Clientèle’s cost-saving measures helped blunt the impact, with costs down 1.4% in that part of the business. But the addition of 1Life and other adjustments means that operating expenses were up by 31%! As I said, the numbers are full of complexities – and I’m barely scratching the surface here.

HEPS for the year was up by 49%, so that shows you that even the concept of headline earnings hasn’t caught all the distortions from the 1Life acquisition. Perhaps the safest thing would be to follow the cash, with the dividend up by 5.6% year-on-year.

I must also highlight the improvement in Recurring Return on Embedded Value, up from 12.0% to 16.8%. This is a key driver of the valuation of the group.

The share price is up 12% year-to-date and 24% over 12 months.


Margin pressure impacts Metrofile (JSE: MFL)

Will the company finally attract a juicy take-private offer?

Metrofile has released results for the year ended June 2025. Revenue excluding a disposed business increased by 5%, with the cloud business at least demonstrating some growth and now contributing 34% of digital services revenue (up from 32%).

Storage box volumes are down, with destruction requests having come through from clients. Therein lies the problem: I’m pretty sure that because of digitalisation, each year there are fewer new documents coming through than before. As older vintages are secured after a set period of time, I therefore don’t see how they avoid a decrease in volumes over time. Gross box volume intake was 6% and destructions and withdrawals were 8%, so they are on the wrong side of that maths.

Speaking of the wrong side of the maths, operating profit was down 12% and EBITDA fell 4%. Although there was a once-off in the base period in Kenya that unsustainably boosted prior year margins, there’s still a margin pressure story here.

Normalised HEPS fell by 19%, so the group has casually shed a fifth of its earnings base in the past year. The silver lining here is that they at least generated cash and managed to reduce net debt by 11%.

Of course, none of this will matter to existing shareholders if a juicy offer comes through for the company. Negotiations are at “an advanced stage” but the timeline has been extended based on regulatory engagements. The potential acquirer is a Delaware company held by WndrCo LLC, an investment firm built around consumerisation of software.

Speculation around the pricing of an offer (if it comes) is why the share price is up 17% year-to-date despite these weak results.


Sun International is fighting a battle for margins, but at least HEPS growth was decent (JSE: SUI)

Casinos remain a tough gig these days

Sun International has released earnings for the six months to June 2025. The numbers were negatively impacted by the Table Bay Hotel lease cessation, so the group has shown adjusted numbers as well to help investors form a view on the continuing operations.

On that adjusted basis, group income was up 6.7% and EBITDA increased by 1.1%. This immediately tells you that margins are under significant pressure. Thankfully, a 15.1% decrease in net finance costs (a function of lower debt and interest rates) led to adjusted HEPS increasing by 6.5%. HEPS as reported increased by 60.5% but that’s clearly no indication at all of sustainable growth. It’s always sensible to look at the dividend, which in this case was up 6.8%. Therein lies the best indication of the growth achieved in this period.

Unsurprisingly, online betting is the growth engine in the group. Sunbet grew income by 70.7%, while urban casinos suffered an income drop of 1.4%. They are talking about “reassessing” their “approach” to the casinos. That’s a pretty interesting comment in the context of new management and the group having walked away from the Peermont deal. There’s also a comment in the outlook statement about “redirecting resources to strategic growth areas” – another interesting comment.

Resorts and Hotels grew revenue by 4.3% (excluding Table Bay Hotel) and over at Sun Slots, income was up 2.2%. These parts of the business are at least ticking over.

The share price is up 5% year-to-date and just 2% over 12 months. The market is incredibly nervous about this sector at the moment and with good reason, as everything outside of online betting is proving to be difficult to grow.


Nibbles:

  • Director dealings:
    • The CFO of Sabvest Capital (JSE: SBP) bought shares in the company worth R7.49 million.
    • The CEO of RCL Foods (JSE: RCL) bought shares worth R2.6 million.
    • The finance director of Jubilee Metals (JSE: JBL) bought shares in the company worth R736k. It looks like these are the only shares currently held by this director in the company.
    • An associate of the current CFO and soon to be CEO of KAP (JSE: KAP) bought shares worth R498k.
    • A director of a major subsidiary of PBT Group (JSE: PBG) bought shares worth R24k.
  • ASP Isotopes (JSE: ISO) announced the appointment of Ralph Hunter Jr. to the board. He has over three decades of experience in nuclear power, including vast experience in the regulatory environment in key markets like the US. ASP Isotopes is clearly bulking up its route-to-market strategy.
  • There’s an interesting change to the board at Alphamin (JSE: APH), with majority shareholder International Resources Holding appointing two new non-executive directors to the board. The company’s constitution doesn’t allow for a big enough board for this, so we have a weird situation where the CFO will no longer be a director. Another director has also resigned, but will continue as a technical mining consultant. Strange indeed.
  • Here’s some good news for shareholders in Pan African Resources (JSE: PAN) – the company is looking to move its listing from the AIM to the Main Market in London. This is equivalent to graduating from the AltX to the JSE Main Board locally. They are doing this at a time when earnings are strong, which makes sense. The potential benefit is that the company will have a stronger profile among investors, as institutional investor mandates often restrict large funds from holding shares listed on development boards. The hope is that Pan African will therefore be a viable choice for more large investors, creating a higher quality shareholder register along the way.
  • Thungela (JSE: TGA) confirmed that new CEO Moses Madondo will be appointed to the board of the company on 5 September 2025.
  • Standard Bank (JSE: SBK) announced that David Hodnett, current Group Chief Risk Officer, has been appointed as the new CEO of Standard Bank South Africa. Thabani Ndwandwe, the current Chief Risk Officer of Standard Bank South Africa, will be promoted to the group role to replace Hodnett.
  • Remgro (JSE: REM) announced that the distribution of N shares in eMedia Holdings (JSE: EMN) will take place in the final week or so of September. As I’ve written before, this feels like a far more important deal for eMedia than for Remgro. It might show some intent from Remgro towards closing the traded discount to NAV, but it’s too small to really make any kind of dent.
  • SAB Zenzele Kabili (JSE: SZK) has released a trading statement dealing with the six months to June 2025. Thanks to an improved AB InBev (JSE: ANH) share price, they’ve experienced a substantial swing in earnings from a headline loss to positive headline earnings. More important is the net asset value per share, which is expected to be between R53.78 and R59.40, up between 11% and 22% vs. the prior year. The share price is R35.96.

Note: Ghost Bites is my journal of each day’s news on SENS. It reflects my own opinions and analysis and should only be one part of your research process. Nothing you read here is financial advice. E&OE. Disclaimer.

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