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Prime Kapital letter to MAS shareholders

Martin Slabbert, Prime Kapital
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Prime Kapital letter to MAS shareholders

In the interests of transparency and keeping investors informed, Prime Kapital has opted to publish this letter in Ghost Mail for a market-related placement fee. It is published as sent to shareholders (i.e. without amendment) and does not represent the opinions or views of The Finance Ghost (such views are indicated in Ghost Bites on an ongoing basis, informed by SENS releases by MAS and my own analysis). This letter is included for research and information purposes only. Please consult your financial advisor regarding the various activities around MAS.

Part of the Second Floor
Exchange House
54-62 Athol Street
Douglas
Isle of Man IM1 1JD
(“Prime Kapital”)

Dear Fellow Shareholder:

Re: Response to the Purported “Voluntary Bid” by Hyprop Investments Limited and Related Shareholder Developments

We are writing to you in light of recent developments regarding MAS and the unsolicited actions of certain MAS shareholders and external parties, which we believe require your careful and immediate attention and consideration.

We also address the purported “Voluntary Bid” by Hyprop Investments Limited (“Hyprop”) (the “Hyprop Free Option”), outline our concerns with its structure and implications, and explain why we believe it is not in the best interests of independent MAS shareholders to grant Hyprop such an option over their MAS shares.

1 Reasons to Reject the Hyprop Free Option

1.1 The Hyprop Free Option is not a genuine, bona fide binding offer, but rather a thinly veiled scheme to induce uninformed independent MAS shareholders to grant Hyprop free options to acquire MAS shares at its discretion at a future date, and at a substantial discount to the current depressed market price,

1.1.1 The Hyprop Free Option opened for acceptances on Friday, 18 July 2025, and is scheduled to close on Friday, 25 July 2025 (subject to indefinite extensions by Hyprop).

1.1.2 Hyprop essentially proposes that MAS shareholders grant it a free of charge option valid for at least 3 months to 31 October 2025 (or an undefined later period if Hyprop extends the long stop date in its discretion) for a share swap at a ratio very unfavourable to MAS shareholders, valuing MAS at just R18.03, or €0.88 per share — far below Friday’s market close (22% discount) as well as MAS’s IFRS NAV (48% discount).

1.1.3 The cash component of the offer is a “smoke and mirrors” exercise, designed to distract from the deeply unattractive pricing of the proposed equity swap. The cash offer covers just 5% of MAS’s market capitalisation, represents only a 4% premium to the current share price for control of the business, and is a 31% discount to MAS’ IFRS NAV. The Hyprop Free Option remains subject to numerous conditions precedent, several of which are subjective or entirely within Hyprop’s control. These are only required to be fulfilled or waived (where permitted) by 31 October 2025, or such later date as Hyprop may elect in its sole discretion, any number of times.

1.1.4 Critically, Hyprop indicates that MAS shareholders must accept the Hyprop Free Option now, before 25 July 2025, without knowing whether it will become
unconditional. There is no ability for shareholders to accept the offer after it has
become unconditional.

1.1.5 This structure is inconsistent with the JSE Listings Requirements governing
corporate actions, which require that an offer remain open for at least 12 business
days after the announcement that it has become unconditional (the “finalisation
date”).

1.1.6 Rather than providing MAS shareholders with the opportunity to make an informed decision once the offer is capable of being implemented, the Hyprop Free Option demands irrevocable acceptance upfront. This confers on Hyprop the effective right, but not the obligation, to acquire shares at a later date, depending solely on whether it elects to fulfil or waive the outstanding conditions. In substance and effect, this constitutes an option granted to Hyprop, not a binding offer accepted by MAS shareholders.

1.1.7 The rationale for this thinly veiled scheme of Hyprop to obtain free options from MAS shareholders is in our view, objectionable. Hyprop remains months away from being in a position to make a genuine offer, wishes to prevent real
competition, and wishes to profit from a low MAS share price that it may have
potentially contributed to depress. If MAS shareholders were afforded the JSE
Listings Requirements’ required acceptance period following the finalisation date,
it is likely they would only consider to accept an offer once it is certain that Hyprop is actually required to acquire their shares (consistent with market practice). The current option structure deprives MAS shareholders of this choice.

1.1.8 If the voluntary offer initiated by PK Investments Limited (“PKI”) to acquire all shares in MAS not already held by PKI (the “PKI Voluntary Bid”), or any other
competing bid, is launched before the Hyprop Free Option becomes unconditional,
MAS shareholders would have a meaningful opportunity to compare and choose
between alternative offers.

1.1.9 Instead, by requiring early irrevocable acceptances, the Hyprop Free Option
removes those MAS shareholders from the market, regardless of whether the offer
becomes capable of implementation, frustrating genuine, bona fide and superior
bids. In substance, MAS shareholders are providing Hyprop with free options over
their shares under the guise of a so-called “Voluntary Bid”. This is materially
prejudicial to MAS shareholders.

1.1.10 What is particularly concerning is that the structure of the Hyprop Free Option allows Hyprop to initially set a one-week acceptance period, and then to extend the closing date repeatedly, including by very short periods, as many times as it chooses. This creates a mechanism whereby Hyprop can monitor acceptances in real time and close the offer the moment it has secured just enough support to gain control of MAS, all while the offer remains subject to numerous conditions. In this way, Hyprop is never required to re-open the offer to all MAS shareholders once it is capable of implementation, depriving the broader MAS shareholder base of a fair opportunity to assess the offer with the benefit of full information and certainty. This tactic enables Hyprop to manufacture urgency, exert pressure on MAS shareholders to commit early, and engineer control through rolling short extensions, without providing any binding obligation to proceed with the Hyprop Free Option. Not only may this call into question whether the Hyprop Free Option satisfies the requirements for a valid Voluntary Bid under the MAS Articles of Association (“MAS Articles”), which would exempt Hyprop from making a mandatory bid upon acquiring control, but it also, in our view, amounts to a request for MAS shareholders to give up their rights without any certainty of value being returned. MAS Shareholders are pressured, through short timeframes, into granting free options for Hyprop to buy their shares by accepting an offer that may never materialise, under the fear of being left behind in a diminished minority position.

1.1.11 It is particularly noteworthy that a condition of the Hyprop Free Option is that the MAS board of directors (“MAS Board”) must confirm in writing that Hyprop will not be obliged to make a mandatory bid in terms of the MAS Articles or must grant an exemption. Such confirmation would be unnecessary if the Hyprop Free Option were truly a Voluntary Bid. For the reasons explained above and in paragraph 1.2 below, it is Prime Kapital’s considered view that the Hyprop Free Option does not constitute a “Voluntary Bid” in terms of the MAS Articles, and that absent the exemption requested by Hyprop from the MAS Board mentioned above, Hyprop would be required to make a mandatory bid to MAS shareholders should it acquire control following the exercise of the Hyprop Free Options.

1.1.12 What should concern independent MAS shareholders even more is that a group of shareholders who generally have outsized economic interests in Hyprop, and potential alignment with Hyprop, have called on MAS shareholders, ostensibly
under the guise of promoting good governance, to appoint a majority of so-called
“independent” non-executive directors to the MAS Board (see paragraph 2 below).
In our view, it is not unreasonable to suspect that this may be part of a broader
strategy to ensure the MAS Board grants the exemption or confirmation Hyprop
requires, despite doubts as to whether the Hyprop Free Option qualifies as a
Voluntary Bid, and Hyprop and any parties acting in concert with Hyprop potentially being required to make a mandatory bid should Hyprop acquire control of MAS pursuant to the Hyprop Free Option.

1.1.13 Prime Kapital intends to write to the JSE to formally request that the JSE require Hyprop to revise the offer via SENS announcement and a supplementary circular to:

1.1.13.1 permit shareholder acceptances for a period of at least 12 business days after the offer becomes unconditional; and

1.1.13.2 allow any shareholder who previously accepted the Hyprop Free Option to withdraw their acceptance prior to the revised closing date.

1.1.14 Prime Kapital has communicated to MAS its firm position that no lawful basis exists to grant the requested exemption or confirmation. If the offer genuinely qualifies as a Voluntary Bid, such exemption would be redundant.

1.2 Hyprop retains the right to reduce the Cash Consideration per Share, Cash
Consideration Cap and/or Share Consideration

1.2.1 Hyprop retains unilateral discretion to reduce the Cash Consideration, the Cash Consideration Cap and the Share Consideration.

1.2.2 The announced Share Consideration of 0.42224 Hyprop shares, which values MAS on Hyprop’s closing price on Friday at a low R18.03 per share (or
approximately 88eurocents) per MAS share is not fixed. Hyprop may amend this
ratio, upwards or downwards, at any time by SENS announcement prior to the
closing date. The same applies to the R24.00 per share Cash Consideration and
the R800 million Cash Consideration Cap (the latter amounts to less than 5% of the total price paid if all MAS shareholders accept to grant Hyprop the requested
options over their shares and Hyprop follows through and exercises such options).

1.2.3 Hyprop may also extend the closing date indefinitely. As a result, MAS
shareholders who accept the offer may find themselves bound to a transaction
under terms materially less favourable than those initially presented.

1.2.4 Although the Hyprop circular states that changes to consideration will be disclosed and that accepting MAS shareholders will be advised of the action to take if there is a change to the consideration, the offer structure enables Hyprop to:

1.2.4.1 lock MAS shareholders into the Hyprop Free Option on current terms;

1.2.4.2 subsequently reduce the price once competing offers are no longer available;

1.2.4.3 even if MAS shareholders at the time have the right to withdraw their
acceptances, this will leave such shareholders who accepted the Hyprop Free
Option with inferior consideration and no remaining options.

1.2.5 The absence of a fixed minimum consideration undermines the Hyprop Free
Option’s enforceability and may render it invalid under basic contractual principles
due to lack of consensus on essential terms.

1.2.6 For this reason, we also question whether the Hyprop Free Option satisfies the definition of a valid Voluntary Bid under the MAS Articles, which we believe
requires a binding offer with a fixed or determinable minimum price.

1.3 The Hyprop Free Option is materially inferior to the PKI Voluntary Bid, uncertain and serves the interests of MAS shareholders with oversized positions in Hyprop

1.3.1 We refer you to the comparison between the PKI Voluntary Bid and the Hyprop Free Option which accompanies this letter, and which explains that –

1.3.1.1 the feasibility and timing of the implementation of the Hyprop Free Option is highly uncertain. In comparison, the PKI Voluntary Bid offers MAS
shareholders a high degree of transaction certainty;

1.3.1.2 from a pure upfront economic standpoint, both PKI’s cash offer and cash
capacity makes PKI’s cash consideration decisively more attractive than the
cash consideration offered in terms of the Hyprop Free Option. Hyprop, which
currently holds no MAS shares, has allocated a cash pool of approximately €40
million, an amount that would cover less than 5% of total MAS shares in issue.
By contrast, the PK Parties already hold approximately 35% of MAS, meaning
that PKI’s cash component, if not increased, would be sufficient to cover at
least 17% of the remaining MAS shares held by other shareholders. Hyprop’s
limited cash offering, while superficially more attractive than the low implied
value of its share consideration, is in reality a smokescreen designed to
obscure the underlying weakness of the equity swap it proposes. The real
substance of the Hyprop bid lies in the share exchange, which offers poor
value, particularly in comparison to the alternative available under the PKI
Voluntary Bid. PKI’s preferred shares, by contrast, offer materially superior
value. These instruments are backed by a floor price that is significantly higher
than the value implied by Hyprop’s share ratio, and provide MAS shareholders
with a far more secure, euro-denominated return profile than a forced
conversion into rand-based Hyprop equity (see paragraph 1.3.1.3 below);

1.3.1.3 the PKI preferred shares offered as consideration under the PKI Voluntary Bid, structured as 5-year non-voting redeemable preferred shares, offer a
considerably higher value and a significantly lower risk profile compared to
Hyprop equity shares listed on the JSE –

1.3.1.3.1 whereas the preferred shares pay out 90% of adjusted MAS NAV per share, subject to a minimum price of €1.50 per share adjusting at 7% per year,
Hyprop’s equivalent price amounts to €0.88 per share (i.e. 42% lower than
PKI’s minimum price and 22% below the closing price for MAS on the day
when the Hyprop Free Option was made)

1.3.1.3.2 whereas MAS NAV and thus the preferred share redemption value is
expected to grow in euro terms, given historic trends, the opposite seems
to be likely for Hyprop’s shares;

1.3.1.3.3 whereas shareholders holding PKI preferred shares benefit from a certain cash exit, Hyprop shares offer no such certainty. MAS Shareholders
receiving Hyprop shares would need to realise value by selling them in the
open market, which may prove challenging given the limited liquidity of
Hyprop’s shares and the potential for adverse price movements; and

1.3.1.3.4 whereas the PKI Voluntary Bid afford MAS shareholders with the benefit of a built-in rand hedge, as the PKI preferred shares are denominated in euros,
the Hyprop Free Option, being entirely rand-denominated provides no
protection against currency risk for investors concerned about the long-term
weakness of the rand or seeking to preserve capital in hard currency.

1.3.2 As MAS shareholders will note from this comparison, the Hyprop Free Option only benefits MAS shareholders with oversized positions in Hyprop, and if
implemented, is expected to be highly prejudicial to MAS shareholders who are
not in a similar position.

2 Actions by a group of MAS shareholders holding oversized positions in Hyprop

2.1 On 9 July 2025, a group of MAS shareholders requisitioned a shareholder meeting (“EGM”) proposing, among others (i) an advisory resolution mandating a board committee to investigate the PKM Development Ltd (“DJV”) arrangements; (ii) the removal of Mihail Vasilescu and Dan Pascariu as MAS directors and (iii) the
appointment of four new directors (including Des de Beer of Resilient Real Estate
Investment Trust and Lighthouse).

2.2 The advisory resolution appears to have been designed to compel the immediate public disclosure of questions posed to MAS before MAS could formulate any response. In addition, some of the questions seemed to be aimed at creating the impression of malfeasance and impropriety whilst ignoring well known facts and circumstances. This approach, in Prime Kapital’s view, is not conducive to the orderly dissemination of information to the market. In parallel, Prime Kapital and certain of its executives have been the subject of repeated and often highly critical, and defamatory press coverage. This media reporting has contained numerous inaccurate, misleading, and, in some instances, plainly false assertions.

2.3 Furthermore, if the resolutions proposed at the EGM regarding board appointments are passed, the majority of MAS’s independent non-executive directors would have been nominated by shareholders with outsized economic interests in Hyprop in circumstances where their independence is questionable, at the very same time that the MAS Board will be required to assess and respond to Hyprop’s request for an exemption from the mandatory bid requirement in the MAS Articles or for a formal confirmation that no such obligation applies (refer to paragraph 1.1.12 above).

2.4 Prime Kapital has also taken note of the identities of the institutional shareholders who have requisitioned the EGM. Based on publicly available disclosures and Prime Kapital’s own analysis, it appears that these shareholders generally hold a substantially larger economic interest in Hyprop than in MAS. From an economic perspective, an opportunistic acquisition of MAS by Hyprop at a depressed valuation would be accretive to these shareholders and other shareholders with an oversized position in Hyprop, on a net basis. What they may forgo in value on their MAS holdings could be more than offset by the corresponding gains in their larger Hyprop positions.

2.5 This cumulative pattern of conduct raises legitimate questions as to whether the requisitioned EGM and public commentary (including certain press articles and
opinion pieces) are not in fact a concerted strategy by certain stakeholders,
alternative bidders and their advisers to –

2.5.1 delay, frustrate or otherwise obstruct the implementation of the PKI Voluntary Bid;

2.5.2 enable the advancement of competing proposals by alternative bidders on
potentially less favourable terms, without the need to compete directly with PKI’s
superior value proposition; and

2.5.3 appoint a sufficient number of representatives to the MAS Board to acquire control of the MAS Board to implement their strategy, and ensure that the MAS Board provides Hyprop with the exemption required from the obligation to make a
mandatory bid in terms of the MAS Articles following implementation of the Hyprop Option.

2.6 In Prime Kapital’s respectful view, the commercial incentives at play are clear. Any upward movement in the MAS share price attributable to an attractive offer by PKI may render alternative proposals such as the Hyprop Free Option comparatively less attractive. It follows that the lower MAS’s share price remains, and the more distrust and suspicion created regarding the PKI Voluntary Bid, the more likely that nonaligned MAS shareholders will accept offers that undervalue MAS, creating a strong incentive to delay or undermine the PKI Voluntary Bid and the credibility of Prime Kapital, the DJV arrangements and MAS’ current board of directors.

2.7 In addition, where such MAS shareholders cooperate with Hyprop for the purpose of enabling Hyprop to acquire control of MAS, such MAS shareholders may also be acting in concert with each other and Hyprop, and if such MAS shareholders’ collective shareholdings exceed 30% of the MAS shares in issue (excluding treasury shares), such MAS shareholders may be required to themselves make a mandatory bid to the remaining MAS shareholders to acquire all of their MAS shares.

3 Insufficient Support Without Independent Shareholder Consent

3.1 The current structure of the Hyprop Free Option has the effect of precluding MAS shareholders from evaluating and accepting competing offers on an equal and informed basis before the Hyprop Free Option becomes unconditional. By forcing early irrevocable commitments under uncertain terms, the Hyprop Option frustrates the operation of a fair and competitive process.

3.2 Importantly, Hyprop and the MAS shareholders with oversized positions in Hyprop do not currently have the shareholder support required to pursue these actions without the cooperation of independent MAS shareholders. Their strategy cannot succeed without additional acceptances. We therefore urge all independent shareholders to assess the fairness and legality of the proposal carefully before taking any action.

4 Required Action and Next Steps

4.1 In light of the concerns raised above, we urge MAS shareholders not to accept the Hyprop Free Option. To do so would be to cede control of your MAS shares to Hyprop on vague and contingent terms, with no guarantee of execution and for extremely poor value.

4.2 We encourage all MAS shareholders to remain informed, to consider the implications of the competing bids carefully, and to take such steps necessary to promote longterm value for MAS and its stakeholders.

We believe this is a defining moment for MAS. Preserving value, fairness, and governance standards requires unity among independent shareholders and a firm stance against coordinated and self-serving tactics. We remain fully committed to pursuing an outcome that delivers real and equitable value to all MAS shareholders.

Yours sincerely,

The Finance Ghost Plugged in with Capitec: Ep 1 (Bootstrapping a Brownie Business – TheHungryMute)

The Finance Ghost
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The Finance Ghost Plugged in with Capitec: Ep 1 (Bootstrapping a Brownie Business – TheHungryMute)

Introducing Makomborero Mutezo, founder of TheHungryMute:

Makomborero Mutezo, founder of TheHungryMute and winner of the Capitec Rising Star award, is in the early stages of building a food design empire.

With a mix of culinary and design skills, plus a curious mind, he shares delicious insights in episode 1 of The Finance Ghost plugged in with Capitec.

Major points covered include:

  • The backstory to the business – how travel to Germany inspired a love of food design and connecting cultures.
  • The critical importance for entrepreneurs of being curious about the world around you.
  • How a combination of skills can create a unique business, but makes it more difficult to scale.
  • The long-term value of bootstrapping a business.
  • The biggest (and most expensive) mistake made along the way.
  • How family support makes such a difference to the process.

The Finance Ghost plugged in with Capitec is made possible by the support of Capitec Business. All the entrepreneurs featured on this podcast are clients of Capitec. Capitec is an authorised Financial Services Provider, FSP number 46669.

Listen to the podcast here:

Read the transcript:

Intro: From side hustles to success stories. This is The Finance Ghost Plugged in with Capitec, where we explore what it really takes to build a business in South Africa. This episode features Makomborero Mutezo, founder of TheHungryMute, purveyors of the finest gourmet brownies.

The Finance Ghost: Welcome to the first episode in this new series, my partnership with Capitec Business Banking. I’m very excited about it! And we are aiming in this podcast series to bring you just wonderful stories of South African entrepreneurs as well as some really useful resources – stuff you can learn from, stories to inspire you and lessons from the real world of these South African entrepreneurs and what they are out there building.

On this episode, we are very lucky, I think, to welcome Makomborero Mutezo. I really like the product that he’s building. These gourmet brownies, they are fantastic. I’ve had the opportunity to taste one myself and I must say, they are delicious.

Now, the business is called TheHungryMute and obviously in this case it’s a play on his surname as opposed to the traditional use of the word mute, which would make it very difficult to have him on a podcast with me of course!

Mako, welcome to this podcast. It’s lovely to do this with you.

Makomborero Mutezo: No, awesome. Thank you so much for having me.

The Finance Ghost: It’s a pleasure. And of course, powered by Capitec Business Banking here, they’re making this all possible and we’re very grateful to them for that.

So I think let’s get into it – and for me, I’ve always believed that if you just do the right things in business, people will notice. I guess you being on this podcast is proof of that. The Capitec team have seen what you’re up to and you got onto their radar and they suggested you as a great guest, and from the chat that we had before this podcast, it was very clear to me that they were 100% right. You’ve recently won a Capitec award as well. So I’m going to open the floor to you to firstly, just tell us what TheHungryMute is all about and then secondly, tell us about this Capitec award and how you got noticed.

Makomborero Mutezo: So, as you mentioned, my name is Mako, also known as Makomborero, and I am the founder of TheHungryMute, which is a food design studio. And what that entails is I’ve combined my background in culinary arts and just the ability to make and create high quality food products in a safe environment, and also things that we can cater to different dietary requirements or cultures. And we combine that with our skill set in design, which means art direction, product design – just so that it’s easier to translate some of the products that we’re creating and also experiences, because we don’t always want to focus on the food that we’re making, but maybe also assisting other people within the food industry or FMCG.

The Capitec award that we won was the Capitec Rise Award. And we won that at one of our biggest markets, which was at the Decorex design convention, which was held in Cape Town. What we basically won was the Rising Star award, meaning that we were a new SMME business that is youth-owned. And we came to become finalists through a selection of panelists that got to go around the Capitec Handmade Africa environment that was there at the Decorex Convention Centre.

The Finance Ghost: Did you feed them brownies? Was this part of their decision?

Makomborero Mutezo: Yeah, that’s the crazy part. As I’m getting there, we were the only brownie company or food stall that was situated in this convention centre that’s not associated with actual design, Decorex.

The Finance Ghost: Amazing.

Makomborero Mutezo: So they selected us based on the hospitality we gave, our product design, our brownies, the quality of them, and also just the unique variation of flavours and dietary options for people to purchase from.

The Finance Ghost: Yeah, I think it’s really clever, right? Because you wouldn’t traditionally think, okay, I’m a food business, let me go to something like Decorex. And yet, because you see yourself in such a design flavour and with that lens as well, there you were. And look at what’s come from that!

It just shows if you can find innovative ways to put yourself out there, including in places where people might not expect to find you, you just broaden your reach and you broaden your appeal in the process, right? And a whole bunch of new people can find you. I think that’s a key learning there.

Makomborero Mutezo: 100%!

The Finance Ghost: You know, as you look at it today, you have the successful brand. It’s a very cool brand. I would certainly encourage listeners to go and check out the website, check out the socials, just look for TheHungryMute. And if you find a whole bunch of really cool looking brownies, you are firmly in the right place, I promise. But like so many businesses, it was humble beginnings here. And that’s always a very inspiring story, I think, when people build something up from just a little bit of an idea and a dream and a bit of experimentation, and then suddenly they wake up one day and they have this wonderful business, there’s so many like that.

What was the backstory here? What was the inspiration for getting you to start this business? How did it actually happen?

Makomborero Mutezo: To track back and just try get you as much information as I can, it was when I was in high school, I already had an idea. They already entertained the idea of what you have to study when you’re done here. And I was already doing screen printing on T-shirts with my friend. I just always wanted to be a part of something that makes high quality items because I saw sneaker brands like Nike. My mother would travel a lot with her work, so I’d always used to ask for sneakers I’d see on the Internet, because I lived on the Internet trying to find how to see the sneaker, the design of it, the quality of it and just the people who are buying it. It was just always related to quality. And I wanted to be associated with an industry that has quality. So that was going to be making something – design and food.

After I went to an exchange program in grade 11 for a German exchange program – I took German as a language and instead of Afrikaans, these opportunities came about – and I was able to see food design studios in Hamburg and Berlin that were operating with this logic of they can connect the designer to the food stylist, to the web developer, to the graphic designer, to the chef, to the packaging department and they’re all in one place. And I really wanted that because now we can look good in terms of the clothing that you dress, the quality of it, you can eat good in terms of the value supply chain, the care, the safety, the food quality. And then also you can present it in the best manner possible. Now we’re looking at retail, we’re looking at the way it’s presented. Graphic designers, the front-end. So just that combination of the back-end and the front-end is how I ended up studying Capsicum, the culinary arts program in Pretoria. And that is where I started my journey, given that I had to return from the exchange program.

The Finance Ghost: Such a lovely story actually. And there’s just so much in there to unpack. I think the one thing that jumped out at me is that you started out not with food, but with T-shirts and design. And I think again, when you talk about the business and you talk about it through this design lens, the food is almost the product – I think later on it had to become something where obviously you went and studied this and everything else, but you have a design lens.

Makomborero Mutezo: Yeah.

The Finance Ghost: So it’s very much about what will this end-product not just taste like, but also look like, which I think is quite interesting and we’ll talk more about that later in the show.

Another thing to just pick up on, or I actually wanted to ask you, is how good is your German? It must have been a pretty interesting experience to go and travel to Germany.

Makomborero Mutezo: Ich spreche Deutsch, ja, ich heiße Mako, und ich bin Food Designer. After that it just goes away because now it’s been, what, six years? I hope to be speaking many languages, because food – you don’t have to speak to someone to get the logic or the recipe or the flavour. But when you put a visual aide to it, now you have to almost acclimate yourself to someone’s culture, language, food biome, nuances.

The Finance Ghost: I think another point to maybe just raise there, which is interesting – we talked about the Decorex experience and how you did something unusual there and how that drove the business you have today. I mean, there’s another great example, right? It’s not the standard choice to say, okay, I’m going to study a European language, maybe in high school, and then go on the exchange program. Again, it’s just all these different things, these experiences come together to give you this unique skill set, this unique lens on the world.

Then you’ve layered on formal education, and I think that these concepts are underappreciated by far too many people. There’s kind of this belief in the market that anyone can start any business, and it’s very easy once it’s successful and you’re looking from the outside in and, oh, I could also have done that. A lot of people think that way. And generally speaking, people who think that way haven’t done it themselves. It’s that old story of it’s very easy to sit on the couch and have a strong view on the game, but it’s not you out there playing it on the field.

And that, I think is one of the key learnings from you, is for those who are interested in entrepreneurship, get out there, learn different things, learn a new language, travel, meet people from a different country. Is that something that you would say is in line with your belief system? It certainly seems that way. And where you do have aspiring entrepreneurs who think that maybe travel is a good thing to layer on, what would your advice be to really get the most from that travel experience, to really grow as much as you can as a person?

Makomborero Mutezo: So when I was a kid, my dad specifically, he loved travelling and he would always do these abrupt and spontaneous – on Sundays, Fridays, Saturdays, we just leave and we drive really far, unnecessarily far, and you’d really get to see the country! And my regards, I didn’t get bored, I would just look. And he spoke quite a few languages so that I’d see the way he’d interact with people. The fact that he can talk to someone from Mozambique and then talk to someone from Limpopo, then talk to someone from KwaZulu-Natal, I thought that was pretty crazy. And in those small conversations, I’m looking at where we’re travelling, I’m looking at where we’re going. I’m looking at the design. I’m looking at the posters. I’m looking at the art on the wall. I’m looking at the graffiti. I’m looking at the quality of the roads. I’m thinking about how businesses operate, because if it was difficult for us, how would it be for a bus that’s travelling there?

So you’ll see the small businesses, you’ll see the large businesses, you’ll see where development is happening, you’ll see where there is money, you’ll see where there’s no money, you’ll see where there’s art, but there’s no support. And all those things, I think, contributed to who I am now. Because when I travel, I’m always looking.

And I like being in a community, going to markets, talking to people, those small things. When people try, say they want to provide an experience, I think travel allows you to do that. And then in your background, you can kind of take all of those experiences and package it – whether it’s an experience, a taste, a nuance, a cultural reference, a colour, all those things. There’s something that always feeds back to the space you are in.

The Finance Ghost: It’s that sort of cultural immersion, but also looking at the world around you. And there’s this interesting chicken-and-egg debate, which is to say, if you are an entrepreneurial-type person, you’ll take whatever experiences are thrown at you and you’ll see them in a different way. Conversely, if you’re not an entrepreneurial-type person, you can go on exactly the same trip, travel to exactly the same places, and your overall observations won’t be anything close to the way you’ve just described it. So, I do believe that not everyone can be an entrepreneur. That’s honestly my view. It’s not always a popular opinion, but I think that is a reality. And I think the trick is if you are someone who is entrepreneurially minded, if you can then throw as many experiences as possible at your brain, you have the best possible chance of then getting to where you want to be.

So, an entrepreneurial person with a lower experience set will still find a way. But if you can get that combination right, where it’s someone who’s just so curious about the world around them – and I think an entrepreneurial mindset is just curiosity. I really do think so. It’s looking at the world around you and saying: wow, how does this work? Why doesn’t this work differently? Why hasn’t someone done this? You see stuff, but you imagine what it could be, right?

Makomborero Mutezo: That was literally me in Germany. The truth about entrepreneurship also is that companies have that global language. So you have to look at it in two ways. It’s either you run the business and you have to get to a point where you have to speak to everyone because there’s 7 billion people. But if you choose to nuance your business, niching out is the hardest thing. Unless you’re in finance, tech, data, or you offer a digital product, how do you speak to everyone when it’s not a digital product? You speak to a very specific target market and that’s not always good for financial growth. So you have to also look at it like that – do you want to make money? And if you do, you’re going to have to learn to talk to everyone. So, yeah. And travel.

The Finance Ghost: Yeah. So it’s an interesting point. I think there is an element that if you want to get really big, then definitely you need a total addressable market – that’s the technical term, or the TAM – needs to be as wide as possible. But I will also say when you are trying to disrupt, you’ve got to try and pick the weakness in the armour. You’ve got to find the little piece that you can go for where you can be different, because you definitely can’t wake up overnight and start fighting with the established players across an entire product range. So most of the disruptors that you see emerge, they start with one thing.

I mean, Capitec actually, who are making this podcast possible, that is a great example. It’s only really now that they’re starting to seriously push into business banking. Before that it was very much retail banking. And just piece by piece, they’re now going after the established names in the market. And I think that’s a really good example of the power of doing that. So as you say, it’s brownies today, it might be something down the line, but you have to start somewhere. You have to start with a product that people can taste at Decorex and that you get noticed with.

Makomborero Mutezo: 100%!

The Finance Ghost: And I don’t know that entrepreneurs do that enough, right? I don’t know that they say, okay, what can I win at upfront?

So this leads me into the next question I wanted to ask you, and then maybe you can comment on that as well, which is around this concept of the combination of skills that make you unique and interesting. And obviously, you take that combination of skills and then you use that to go and disrupt. You use that to go and find just that starting point, just that niche where you can actually get going. And when we were chatting before this podcast, I mentioned Scott Adams to you, the creator of Dilbert, who I came across through Tim Ferriss. And I can honestly say the existence of The Finance Ghost today is largely because of that.

I remember reading that interview, and I closed the book and I thought, okay, that was what I needed to get from this book. Now I need to go and do it. And all it says is: you don’t have to be particularly great at any one thing, but if you’re good at a few things and you can find the intersection of those skills and then build a business around that unique combination of skills, you can end up being great at that combined thing as opposed to great at one thing. And I think what’s interesting with you is it’s the combination of the design skillset and the food and this worldliness, curiosity, travel – if you add all three of those things together, you’re a very interesting and unique person, and you’re using that to then go and build a business. So I’m curious what your thoughts are on that and whether that feels like it’s been your experience.

Makomborero Mutezo: That’s a super great question. And I’d like to combine it with what you just said previously about how many entrepreneurs don’t always grab one thing and then focus on it.

So, yes, I think I noticed it maybe three years ago or four years ago. It wasn’t long. It was two years before I started the business. Just after Corona. I remember I was stuck and I couldn’t even start a product at that time. I really wanted to, but I couldn’t because everything was shut down. Just the idea of one of our flavours, Pitori Chipi, we use ube. And ube is not grown in Africa, so how would I even have gotten that ingredient in Africa, let alone worry about getting out of my own house?

So at that time, I was using my skill set in graphic design and website design, because prior to starting the business, we’re always doing website designs for people on WordPress, so it wasn’t difficult to sell those services to people.

And as time slowly increased and the lockdown parameters released and got a little bit calmed down, I started noticing something unique. So as the people I assisted in design got open and money started flowing again and they were in the economy, they wanted services in food and products and small things like birthdays, weddings, baby celebrations, or even a baby shower. And I was thinking to myself, I find it interesting how all these clients are all still being funnelled through me and I’m still doing the same creative services. But I went from design into now making muffins and then packaging them or making biscuits and I’m packaging and labelling them and I’m designing the boxes and the dielines or making a bridal shoot and we are now creative directing how the food should look and what the plating and catering should look like.

And then I was like, okay cool, now something special is happening here and I can’t ignore it because now I can literally help someone print a T-shirt, I can facilitate the actual process, project manage it, I can also do client management – it’s not just being kind, but it’s managing a client, making sure there’s business in the future – and I’ve also learned that I’m not an entrepreneur because I can do everything. I’m someone who’s trying to make sure that this business is financially, legally and just, just good. You know, when you get there, there’s a department for design and there are deliverables that we need to meet. There’s a department for food and the food safety is there. Occupational Health and Safety is there. Ingredient selection, value supply chain and preparation as a chef. And then there’s the food designer who’s thinking about all of these things and putting them together. Art direction, food styling, website, product development.

And when you start addressing and being accountable to yourself, you realise that it’s really not about entrepreneurship, but it’s more like this has to be done or else I’m not going to be having a conversation with The Finance Ghost. I’m not going to go to Decorex Cape Town. I’m not even going to do all the markets we did in Pretoria. I also have to make all these other people’s jobs easier by combining those skill sets and showing up, but also focusing on one thing so that I don’t do too many things.

And that’s what I realised – as the youth, that’s where we get stuck. You want to do one thing, but then you end up doing so many things around that one thing, you complicate it. Where you should do one simple thing and then make everything around that thing complicated, like I’ve gone through – cargo is complicated, getting brownies up and down. Dielines – complicated, expensive, but worth it. Flavour selection – complicated, but people love the flavours and the ingredients. It gets simplified through the vessel of a brownie.

The Finance Ghost: So I think that comment around just how many skills you need to actually get a business off the ground, it really resonates with anyone who has started a business because again, if you want to be a small business owner, you are going to have to learn how to do every single process in a business, at least to some extent. And then you’ll find that you’ll need to get specialists in, where you either just run out of talent or it’s something that is so fundamental to the business that you need to get someone in who knows how to actually do it. So, case in point, I can’t build a website in WordPress, but I run the back end of my website. I do all my own uploading of stuff, all the images, all the resizing – I’ve certainly learned my way around Canva and all those sort of tools, etc. It’ll never be 1% as good as your design work, because I don’t see it as design. I see it as just making the images, just the basic stuff, that’s it.

There’s another concept that comes through in what you’re saying, which is how people also want to work with people they like. So if you can go to them and you can build them a website and they like you, then if you can also sort out brownies for their next function, they’ll use you as well. They have no reason not to. And this is another point about entrepreneurship, is it’s about building that network of relationships. And you’ve got to do everything well enough that people then recommend you to their friends.

So my favourite quote of all time is: greatness is a lot of small things done well. And the point is that it’s not about doing one thing particularly great. It’s about a whole bunch of small things. And if you do each one really well, it adds up to greatness. And that really comes through, I think, in what you’re saying.

But the problem with this combination of skills, of course, as I’m sure you’ve experienced, as I’ve experienced, it’s very hard to scale yourself. It’s very hard to find someone who has the same combination of skills as you. What you have to end up doing then is figuring out, at least in my experience, is almost figuring out which part of your skills can maybe be outsourced, or how can you get some help that actually doesn’t detract from what you’re doing as a whole?

What’s your experience been with this, in terms of finding another person like you to help in the business? Has it been a struggle to find help? How have you approached this? Because it’s one of the biggest challenges for any entrepreneur.

Makomborero Mutezo: That’s a beautiful question. When I started the business – we’ll talk about it later, but my mother’s a professor, so I’ve seen the academic side of a thesis and the intention behind it. When I started my business, knowing that food design is not in the country, this is my thesis project. So by the time I get to Barcelona and go study, my goal was basically that all of these skill sets that I have, at least find one person within them in the industry who can always be assisting or helping you. Almost like freelancing, but you have them on like a payroll, but not really like a payroll – they only work on work when you give it to them.

So the idea when I was looking at food design, I wanted to feed the people that could possibly help me. So not only am I sharing my skill set, but I’m also sharing my community.

A close friend works in design and he works for an agency, but I can easily ask him to do the work and pay him agreed amount. And that work can be done very efficiently without me having to do everything in one day because I don’t have time. Or sometimes if I need my dielines, someone at the factory that we print at, we have a great relationship, so I’ll just leverage the person who’s already there in our value supply chain to assist us, instead of me always trying to find youth to help because skill and things that need to be done are always not on the same level.

So I just always – the people that I’m building relationship with now, I use them to help us when things get really tough. And I don’t have all the skill sets to do it at the same time.

The Finance Ghost: It’s not going to be an easy journey, but it’s something that will have to happen over the next few years because of course there’s only one of you. And that does make, that does make it difficult, right?

Makomborero Mutezo: Yeah.

The Finance Ghost: I think we need to move on to funding. And obviously this is such a tough thing for entrepreneurs. It comes up all the time and entrepreneurs always say there are low levels of access to capital and people need to lend to SMEs and invest more in SMEs.

My background is in investment banking. I understand the risk weightings that get put on these things. And unfortunately, many SMEs are just not investable. There’s a reason why they can’t raise funding, is because they’re not investable at that early stage, sadly. And then over time they become more investable and that’s where obviously the likes of a business bank like Capitec will step in etc. But I think what’s really interesting with you and what I think is always a very good approach for any entrepreneur, if they can get it right, is to bootstrap their business. So instead of going and raising equity and getting other shareholders and all the complexities that brings down the line, you bootstrapped this business, much like I did with mine.

And I think what’s particularly cool is that you shared with me…

Makomborero Mutezo: I’m in the club!

The Finance Ghost: Yeah. Look, it’s not always an easy thing. I had a lot of luck along the way, I’m not going to lie, I really did – in terms of consulting opportunities that could pay the bills in the meantime. Very inspired by the Phil Knight and Nike story in Shoe Dog. I always recommend to people, if you’re going to read one of the books along those lines, make sure you read Shoe Dog because it shows you that the hustle is real. It’s the cliché, but it’s so true.

And I think there was a lot of hustle for you. There was a lot of using your skills to pay for services. That’s part of how you bootstrapped. I’m just curious what your thoughts are, looking back on that process. Would you go back and do it again? Would you recommend it to other entrepreneurs as well?

Makomborero Mutezo: Great question. This is even a short answer, hey – 100% recommend bootstrapping! Just need to make sure that you’re emotionally stable person and you know how to regulate yourself. And that’s a serious thing. No jokes, man. Like really regulate yourself.

Two, I appreciate bootstrapping because it teaches you how to pay back people. Because of that community that I leverage, if you don’t pay someone, they won’t do the work that you ask them to do. Even if you haven’t – like, they won’t do it. Just pay people.

Number three, more work gets done and you become a more reliable person when you bootstrap. Because as you make the money, you have promises and you need to pay things back. And the only way to bootstrap, from what I’ve noticed is, as you’re making the money, there’s not really profit. It’s all about making sure that you have an opportunity to continue bootstrapping for time immemorial until things are a little bit better. And it’s super great. It’s super amazing, and it’s taught me so many lessons that I don’t think being invested in would have showed me. Because it’s different when you have to pay for cargo and you know that the money you made two weeks ago has to stay. Or, it’s different when you have to ask that one person – one thing I’m proud of, I don’t ask a lot of people for money, which is great because I’m not here to become a credit facility’s best customer.

Bootstrapping is great. I fully recommend it. It’s a great lesson to learn. And if you’re young, that’s the best way to just figure out how money flows up and down, especially when it’s not on someone else’s pocket. It’s your pocket.

The Finance Ghost: Yeah. And without getting into any of the technical financial stuff, which I think is well outside the scope of what we’re trying to do in this podcast series. But equity capital is the most expensive capital you can raise. It feels like the cheapest because it doesn’t come with an interest cost, but long term, it’s the most expensive source of finance. And the beauty of bootstrapping early on, is if a day comes where you do want to raise equity capital, you’re now speaking to a potential investor from a position of immense strength. It’s like, hey, I have a track record, I have a business – and then you suddenly are holding the cards. Actually, I’m the asset here. You are just money, and so is everyone else. So why should I be with you? As opposed to when you’re raising without that track record, you’re kind of on your knees saying, please, just give me a chance.

And of course, down the line, as that business is more established, you also can then actually raise debt, which is the cheapest source of finance. It just comes with interest cost. Once the debt’s repaid, you still own the whole business.

So it is an important lesson, I think, for entrepreneurs to learn over time. As I say, beyond the scope of this, but something that I think is always worth mentioning. And, yeah, much respect for bootstrapping. I think it is the way to go, if you can.

Makomborero Mutezo: Game recognises game.

The Finance Ghost: Yeah, yeah, exactly. One of the questions I wanted to ask you as well, which is quite a cliché question for a podcast like this, but I think it’s a good one nonetheless, which is just around mistakes. And every business owner has made them! Do you have one that you remember as your most painful, most hurtful?

Makomborero Mutezo: Yes!

The Finance Ghost: There we go. Straight away, the man says yes. Okay, let’s hear it. What was that ugly situation?

Makomborero Mutezo: So, four weeks before DStv Food Festival, I was super excited, super keen. In terms of the business, as I said, we’re very global. It’s an African – biggest African food festival. And food and beverage. Food and drink. I’ve been seeing this since DStv was in my house, yoh 10 years back.

So, like, now we’re there, I’m super excited. And this was the first time we actually got into, as you saw with the bootstrapping and equity leverage, manufacturing, you know, now we’re pushing brownies. I’m baking more than 40 batches at once.

So, cool. It’s the first time I do it. And 40 batches is equivalent to, let’s just say – I’ll tell you how much it’s worth. But 40 batches were put in. I did immense planning, immense value sourcing for the ingredients and the value supply chain. I did everything to the T. All the mistakes I made to get to this point, I thought I was ready. Budgeting is great. Everything is beautiful. And it was a afternoon, 3 o’clock, I was at my incubation in Silverton and they were about to knock off, two hours before 5 o’clock. And I messed up 40 batches of brownies because of one little mistake!

And the reason I remember this mistake was because there was a domino effect. The reason I forgot the recipe and that bulk sizing was because I was stressed and worried that as an entrepreneur, that all these risks I took actually culminated to something efficient. So when I noticed that I forgot a particular amount of flour, all those 40 were already bad. And you think to yourself, I hope you didn’t waste them. No, I didn’t waste them. We found a way to resuscitate them, but they just want that quality that got me to DStv, if you can get what I’m saying. So now I was stuck with all of these things and like, oh, I was dead. I was two days before the show. I didn’t want to do it anymore. We had designed a new bar table, it wasn’t done. There’s so many things going wrong. And that batch was worth R16,000.

And I’m looking at this, I’m just like, yoh, that could have been profit, plus markup. And it had a real knock on effect. But I had to get over myself. I did the show. We didn’t sell out. People bought, great. SA Tourism saw us and they loved one of our flavours and there were more positive than there were negatives. But I’d never lost so much money like that on my own accord under a business structure. So, yeah, that was the biggest mistake, I guess.

The Finance Ghost: Ja, no, it hurts. I mean, I can imagine. And this is the problem with the food business, right? You’re only as good as your last product, the last thing that someone tasted, you’ve got this one shot, they’re probably going to buy something from you, possibly only ever once, maybe. Or you’ll get repeat customers and they’ll come through. It’s got to be good every single time. That really is difficult and especially when you’re doing a show that size or whatever. So, yeah, it’s not a joke.

Again, if entrepreneurship was easy, absolutely everyone would be doing it. But they are not. And this is just one of the hundred reasons why not.

May that be your biggest ever mistake. I will tell you, in the greater scheme of where you’re heading in your life, R16k, I think you said, is thankfully not a lot versus where you’re going to take this thing. So may it stay that way.

I think looking to the future as we start to finish the podcast off, just in terms of the next few years for you, strategically, where is your ambition with this business? What would move the dial to get you there? And let’s face it, people might be listening to this podcast and I’m sure they’ll be thinking, wow, this is an impressive young entrepreneur. We need to chat to this guy. What kind of conversations do you want to be having? What moves you forward?

Makomborero Mutezo: Oh, that’s great. So the first five, I’d say now conversations I’d have, would be financial investment in terms of not just money, but like someone who comes through and says, listen, I know you want a distribution centre, I know you want to set up a shop, I know it’s not an outlet – it needs to be able to bake, produce, package and ship. Let’s have a conversation and get maybe 150 square metres and see where we can start from there.

Second conversation I’d love to have is maybe speak to people in the packaging industry who have access to creating dielines and just making it easier for us to make more products that aren’t always associated to paperboard. Maybe they can assist us with making sealable plastics that are eco-friendly or they can help us get pouches that we can design and just make it a little bit more efficient in terms of how we package our products.

Thirdly, it would be helping us begin our community engagement or NPO. The idea there is I usually give out brownies to orphanages because I know that they don’t have parents and they have birthdays. So it’s a nice way to celebrate someone’s birthday, without buying a cake. I’d love to do a lot more, giving back because that’s super important, just to me at least – the business started in a church, so the community element is super important to me. And having an NPO, a strong one would be great, because brownie points – the point is it gives itself away!

Then the fourth one would be educational. Staunch – I believe in education because as we feed designers, we’re feeding into the idea that these are the people that build our world. Whether it’s financial, digital, design, industrial, these are the people that feed and make our world. So I think it’s always good to feed back into education so that we can have more food designers in South Africa. And having more food designers is only going to increase the quality of the food product and also just any food experience relating to our country’s food ecosystem.

And then the last one would probably just be scaling on a real measure – IDC chats, how do you get a factory? Something like Krispy Kreme in Midrand, where not just the distribution centre, but now you’ve got trucks going to markets. We’re helping youth with jobs for the first two years of when they go into varsity. How can we really get people jobs? One thing I’ve solved for myself, when I started this, I worked and now I’m not working, but I’m working for myself.

The Finance Ghost: You know, you talked about community there. You clearly are someone who thinks about how what you’re building can actually have a positive impact on others. And you’ve mentioned your family a few times, which is interesting. And I know that you’ve mentioned to me that your mom is a professor in risk management. You talked about how, I think you said your dad would pack you guys in as a family and go on these long drives. But the hilarious thing about this and the universe definitely has a sense of humour is if I understood correctly, you and your siblings are basically all entrepreneurs who got sent to this mom who is a professor in risk management. I mean, I can imagine the sleepless nights this poor woman has suffered, thinking about your businesses! But of course it’s risk management, right? Not risk avoidance. And maybe that’s where the skill comes from. So, I just want to finish off there. Just talk to us about the extent to which this family setup has really played a role in what you think you’ve built.

Makomborero Mutezo: It’s played a super important role because one thing I will say unapologetically is sometimes it’s not always about the person’s role as what they do and what they did, but just being able to grow up and the life I’ve had and being around my mother, who was also in risk management, and then my sister, who has a business that’s over 10 years old now, Madam Waste – just being around them has affected me. Not only the discussions we had or blatantly talking about entrepreneurship and looking at the examples around them, looking at the thesis papers, looking at how many people don’t succeed, looking at how many people actually fail. There’s a lot of youth that don’t make it to where I am. And I can appreciate that because that’s a fact. It’s not my emotion and it’s like I see that through what my mother does and what my sister does and what my brother shares with me. So, they have been super supportive. And I’m not only talking financially, but just the idea that they were willing to hear these risks I took because I told them five years ago what I’m going to do. And it’s such a blessing to live through those words that we see that what I actually did is what I said.

The Finance Ghost: Thank you so much. I mean, this has been such a great conversation. It’s actually been quite a lot longer than we initially planned, but there’s been so much to unpack and it’s absolutely been worth it. I would encourage anyone listening to this, if you have found this to be an impressive conversation as I have, then go and check out thehungrymute.co.za. Go and have a look at the delicious brownies. I strongly recommend you don’t go on an empty stomach because you will start to convince yourself that you should be hitting the order button. Although of course, maybe that’s what you should be doing!

So go and look at it when you’re hungry. Go and buy some brownies.

My thanks to Capitec Business Banking for making this podcast possible and for just putting the spotlight on such a great, feel-good South African story. We really are such an innovative, creative country and I think we have an amazing food culture, and it’s so good to see this kind of thing coming through.

So, Mako, I really wish you all the very best, and I do hope you won’t be a stranger. And I look forward to seeing this brand go from strength to strength, which I’m very sure it’s going to.

Makomborero Mutezo: I am super lus for the future, and I appreciate the time and the platform.

The Finance Ghost: Brilliant. Ciao.

Real stories and real people. Yours could be next. Plugged in with Capitec. Capitec is an authorisedFSP 46669.

WeTransfer: rage against the machine

Dominique Olivier
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WeTransfer: rage against the machine

WeTransfer was in hot water this week over an (apparently) ill-worded change to their terms and conditions. User outrage seems to have brought them back down to earth for the time being – but questions around digital permissions, data ownership and AI training continue to loom over the tech industry. 

There are two types of people in the world: those who carry around memory sticks, and those who use WeTransfer. And with remote working, many don’t have much choice but to be the latter.

I remember the first time a client asked me to send a file via WeTransfer. I was deeply sceptical about this service that just existed on the internet. So you’re telling me that I can upload large files – for free – without even creating a profile, and just send them whizzing through the net, to be received in perfect order by my client? I was doubtful – and yet, it worked perfectly. Since then, I estimate that I’ve sent and received hundreds of WeTransfers, if not more. 

I’m sure that my experience is not a unique one. Most of us have come to think of WeTransfer as the trusty digital courier that we actually want on our team. No clunky installs, no intrusive ads, and (best of all) no size limits. Just point your browser to WeTransfer.com, drag in that 5 GB design mock‑up or 2 GB video edit, enter an email or two, and hit send. Moments later, your recipient has a link to download everything. Simple. Elegant. It’s no surprise that WeTransfer soon became the tool of choice for creatives, particularly  photographers, filmmakers, graphic designers, and marketing teams – basically anyone who works with files too big to fit into a standard email inbox.

But this week, that trusty magic hit a snag. A small tweak to WeTransfer’s Terms of Service, initially buried in legalese, sounded an alarm bell for thousands of users. The change was made to Section 6.3 of WeTransfer’s Terms of Service, which specifically referred to granting the company “a perpetual, worldwide, non-exclusive, royalty-free, transferable, sub-licenseable license” and allowing it to use uploaded content “for the purposes of operating, developing, commercializing, and improving the service or new technologies or services, including to improve performance of machine learning models that enhance our content moderation policies,” as well as “the right to reproduce, distribute, modify, prepare derivative works based upon, broadcast, communicate to the public, publicly display, and perform content.”

Put simply, under the new terms, that beautiful design you just transferred could be used to teach an algorithm how to spot “good design”, and then potentially generate something similar, all under WeTransfer’s roof. For free. For them, not for you. As that old story goes: if it’s not obvious what the product is, that’s because you’re the product.

That tiny phrase, set to take effect August 8, suddenly felt like handing WeTransfer (and anyone they license or sell that right to) a perpetual, royalty‑free key to a creative vault. And creatives were not having it. 

Why creatives saw red

Across the creative world, fear is spreading fast – and not just around WeTransfer. Adobe came under fire in June 2024 after quietly updating its Creative Cloud terms to let “automated and manual methods” access user content, sparking an immediate backlash from photographers, graphic designers, and document creators. Within days, Adobe clarified that it will not train AI on customer work nor claim ownership over it, and rolled back the controversial language 

Meanwhile, Meta included clauses in its privacy policy allowing public posts and comments to be used for training its AI models, including Llama and its new Meta AI assistant. EU regulators forced a pause in June 2024, but Meta resumed using public content in the EU and UK after securing assurances, and continues training with US public data.

Even Zoom wasn’t immune. In mid‑2023, terms surfaced that implied meetings and chat transcripts could be used for AI training, prompting widespread concern. Zoom clarified that it would not use audio, video, or chat content for training without explicit consent.

Bottom line: This isn’t a WeTransfer-only problem; it’s the latest flare-up in a sweeping industry trend. Tech companies are increasingly treating user content as AI training fodder, often hiding the permissions to do so in legal fine print. And, time and again, creators are fighting back, pushing for clarity, consent, and real control.

At the core of the latest backlash was a deep sense of betrayal. WeTransfer had long been seen as a friend to creatives, a rare tech company that talked the talk when it came to respecting privacy and supporting artistry. Finding out that a new clause could quietly hand over the rights to use, remix, and monetise work felt less like a policy update and more like the rug being pulled out from under the people who made the platform what it is.

WeTransfer’s rapid backtrack

Within 48 hours of the backlash, WeTransfer came sprinting out with a digital fire extinguisher in hand – a press release. The company was quick to clarify that they’ve never used user files to train AI models, they don’t currently share or sell content for AI development, and the clause in question was just a bit of legal scaffolding for some hypothetical content moderation tools that might be built one day. There are no AI experiments running behind the curtain and no shadowy deals with data-hungry third parties. At least, that’s for the time being.

To help restore trust, the controversial machine learning language was scrubbed from the Terms of Service, swapped out for a simpler, cleaner version that sticks to basics: WeTransfer can use your files to run and improve the service, and that’s it. That means no AI, no derivative works, and no vague future-tech loopholes. They also rolled out a plain-English FAQ to break things down for non-lawyers, walking users through what the update meant and what it didn’t.

But by then, the damage had been done, and users weren’t exactly queuing up to forgive and forget. Many said they were reviewing their subscriptions, looking for alternatives, or at the very least, keeping one wary eye on the next T&C update. Because for all the soothing language and course correction, the incident shook something deeper: the sense that WeTransfer was a safe harbour for creatives. And when that trust wobbles (even briefly) it’s hard to pretend like nothing happened.

What comes next?

WeTransfer’s correction may soothe immediate fears, but it won’t erase the deeper unease about how user‑generated content fuels AI. As long as models require data to train, companies will continue eyeing every upload as a potential resource. To prevent the next backlash, platforms must embrace radical transparency: drafting terms that speak plainly about AI usage, offering opt‑in mechanisms, and even sharing revenue when creators’ work drives value. 

Ronald Hans, the Dutch co-founder of WeTransfer, had some choice words about the situation as well. He has re-emerged and announced a new project aimed squarely at creators who feel burned by the recent drama. The project is Boomerang, a new file-sharing service that, in his words, “champions creativity instead of stealing it.” Subtle? Not exactly. In an interview with Dutch newspaper NRC, Hans described the controversial changes to WeTransfer’s terms as “a slap in the face,” cooked up for the benefit of “a handful of people in suits.” Tell us how you really feel, Ronald.

Since stepping away from WeTransfer back in 2018 and watching it get scooped up by Italian tech investor Bending Spoons in 2022, Hans has mostly stayed quiet. But now he says he’s officially “out of retirement” and back to building creator-friendly tools, including a newsletter platform called Rumicat, and yes, a WeTransfer alternative that he says he started working on because, frankly, he saw this whole mess coming.

For creatives, the takeaway is clear: scrutinise your Terms of Service, ask tough questions about AI, and be ready to switch if a service overreaches. And for tech firms, the lesson is equally stark: trust is fragile. Once you trade goodwill for ambiguity, rebuilding it takes far more than a revised clause. In the end, it’s the creators who hold the real power. If they stop uploading, the AI revolution stalls. And right now, they’re watching every line of fine print.

About the author: Dominique Olivier

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

She is a weekly columnist in Ghost Mail and collaborates with The Finance Ghost on Ghost Mail Weekender, a Sunday publication designed to help you be more interesting. She now also writes a regular column for Daily Maverick.

Dominique can be reached on LinkedIn here.

Ghost Bites (BHP | Hyprop – MAS | Quantum Foods | Valterra Platinum | Vodacom – Remgro)

The Finance Ghost
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Ghost Bites (BHP | Hyprop – MAS | Quantum Foods | Valterra Platinum | Vodacom – Remgro)

Record iron ore and copper production at BHP (JSE: BHG)

And yet the share price is down nearly 10% over 12 months

This is a great example of how mining companies can only “control the controllables” (i.e. production), with overall performance actually reliant on global commodity prices. Even though BHP achieved record iron ore and copper production in the year ended June 2025, the share price is down nearly 10% over the past 12 months. This is because global iron ore prices are under pressure thanks to factors like weak steel demand in China, an issue that has strongly contributed to the seemingly inevitable death of ArcelorMittal’s longs business as well.

On the plus side, copper prices have climbed sharply in the past year, so that certainly helps. The average realised price was 7% higher for BHP. Copper assets are all the rage at the moment, with underlying drivers including global electrification. BHP’s copper production increased by 8% year-on-year. Unfortunately, they do anticipate a dip in production in FY26, with a planned lower grade in Chile.

In iron ore, production for FY26 is expected to be slightly higher than in FY25. This means that BHP would benefit tremendously from any kind of global stimulus activity, especially in China as a potential response to the current geopolitical pressures being championed by the US. Average realised prices for iron ore fell 19% in FY25, so any relief would be most welcomed by investors.

Coal prices were also under pressure in this period, with average realised prices for steelmaking coal and energy coal down 27% and 11% respectively.

When mining houses achieve their production targets, it means good news for unit costs as well. This is because of the overheads associated with production, which are then spread across a higher number of units. So, with such strong production numbers at BHP, it’s not a surprise that they are on track for unit cost guidance in most of their operations.

The group’s capital expenditure for the year is expected to be in line with full-year guidance of $10 billion. Net debt will be around $13 billion. The Jansen Stage 1 potash project is 68% complete, with a total expected capex bill of $7 to $7.4 billion for that asset and first production expected to be in mid-2027.

Hyprop finally plays its hand re: MAS (JSE: HYP | JSE: MSP)

I’m happy to see Hyprop going ahead with this

As I’ve mentioned several times regarding this situation, I wasn’t a fan of Hyprop raising capital from the market with only the vague promise of moving ahead with an offer to MAS shareholders. I’m pleased to see that they pulled the trigger on it, otherwise it would’ve set a questionable precedent around investors throwing cash at listed companies without much guarantee of what it would be used for.

For MAS of course, this adds yet more spice into the mix. We already have Prime Kapital on one side of the equation, who called a shareholders meeting that I don’t think went to plan at all. Then we have a group of South African institutional shareholders who have their own views on this situation, calling for several changes to the board. Now, on top of this, we have Hyprop swooping in with a cash-and-shares offer to MAS shareholders.

There’s a cash alternative capped at R800 million, which is in line with Hyprop’s recent capital raise. With MAS trading on a market cap of R16.5 billion, that amount won’t go very far. For this deal to have any chance of success, MAS shareholders need to be happy to receive 0.42224 Hyprop shares per MAS share. At Friday’s closing price, that values MAS at R18.44 per share. The cash offer is based on R24 per MAS share. MAS is currently trading at around R23 per share. Clearly, there are a few nuances here.

The cash offer at R24 per share is really just a sweetener. Presumably every shareholder who wants to accept the offer will ask for the maximum possible cash amount as the implied value per share is much higher. But there’s not much cash to go around, so the blender offer price is much closer to what share exchange ratio suggests.

Why is Hyprop doing this? Apart from the fact that they are putting in a pretty opportunistic bid in terms of the share exchange ratio, the other benefit is that Hyprop already has some exposure in Eastern Europe that would be much larger if they could get this deal done. If all goes ahead and Hyprop gets a controlling stake in MAS, that stake would be around a third of Hyprop’s net asset value.

Why would MAS shareholders say yes to this? Well, the price implied by the share ratio is in line with where MAS was trading as recently as the end of May, with speculative trade around deal activity having driven the recent performance. This means that for large shareholders who have been on the MAS register for a while, the Hyprop deal isn’t unappealing relative to their average in-prices. If the various deals simply fizzle out, then MAS shareholders could easily see the price drop back down to the implied Hyprop offer level anyway – or worse. Hyprop shares are also more liquid than MAS (and infinitely more liquid than the preference share that Prime Kapital initially wanted to list as part of their plan to acquire MAS), so that makes a difference as well. Hyprop describes those proposed instruments as having “unknown liquidity” – that’s a rather kind way to put it. We know that the liquidity will be close to zero on an obscure inward listed preference share, which is why Prime Kapital’s initial salvo got no traction in the market.

What’s the catch? Well, a condition for the offer is that Hyprop would need to hold at least a controlling stake in MAS when all is said and done (i.e. more than 50%). Hyprop also requires access to all the documents related to the Prime Kapital relationship and the underlying investments, with the offer only going ahead if those terms are acceptable to Hyprop. There are a bunch of regulatory conditions as well of course.

Even if the Hyprop offer proves to be popular with shareholders, there’s still a long road to walk with governance at MAS and solving the shareholder relationships.

An update on the Quantum Foods shareholder register (JSE: QFH)

Punters who hoped for a juicy take-private deal have been disappointed

In case you’re keeping track of Quantum Foods, the company has announced that major shareholders Braemar Trading and Country Bird Holdings have entered into a right of first refusal arrangement. As the name suggests, if either party wants to sell their shares, they must offer it to the other party first. If this happens, the buyer (either way around) would end up with 47.54% of the total shares in issue, so they must each currently hold the same number of shares in Quantum Foods.

The parties confirm that they aren’t acting in concert with each other or any other third party and that they currently don’t have an intention to make an offer to shareholders.

The chart is a cautionary tale about speculative buying in the hope of a take-private, as the share price has washed away since the chaos we saw in early 2024:

Flooding in February ruined Valterra Platinum’s half-year numbers (JSE: VAL)

In case you’ve forgotten, this is the renamed Anglo American Platinum

Valterra Platinum’s share price is up more than 50% year-to-date, with the market celebrating much improved conditions in the PGM sector. And yet, earnings for the first half have nosedived, with HEPS expected to be be between 76% and 88% lower. Despite this announcement coming out early on Friday, Valterra still closed over 5% higher for the day!

The market is clearly looking firmly to the future here, which tells you that the latest result is an anomaly. Indeed, the cause of the pain is a 25% drop in PGM sales volumes, thanks to significant flooding in February that affected the Tumela Mine at Amandelbult. There were some other factors as well, but the flooding was clearly the big issue.

The reason why the share price is still doing well is because Valterra expects a strong recovery in the second half, with a plan to deliver production within guidance (admittedly at the lower end). It also helps that if you exclude Amandelbult, own-mine production was actually up 1%.

There was also R1.4 billion in once-off demerger costs for the split from Anglo American, more than offset by R2.1 billion in cost savings achieved in the period. And although it affects EPS rather than HEPS, there was a R0.9 billion write-off of work done at Mortimer Smelter, with the decision taken to place it on care and maintenance.

The average realised basket price was 6% higher in dollars, boosted by a 16% higher realised rhodium price and a 2% increase in realised platinum and palladium prices.

Vodacom and Remgro announce revised terms of the fibre deal (JSE: VOD | JSE: REM)

Technically, the Competition Tribunal still needs to approve this on 22nd July

After an incredibly long process to try and get this deal across the line (the first terms announcement was released in November 2021 – and no, that’s not a typo), Vodacom and Remgro are nearly there. The Competition Commission has agreed to support the deal, with the Competition Tribunal hearing scheduled for 22nd July. Although the expectation is that it will be approved, anything can still happen.

There are some changes to the financial terms of the deal. I’m not convinced that the changes in the latest announcement capture the details of the conditions under which the Competition Commission changed its mind, so perhaps more details will emerge after the Competition Tribunal hearing.

In the meantime, what we know is that Vodacom will contribute its fibre business valued at R4.9 billion and will subscribe for new shares in Maziv for R6.1 billion in cash. They will then invest a further R2.5 billion in acquiring Maziv shares from Remgro subsidiary CIVH, taking Vodacom’s stake in the enlarged fibre entity to 30%.

Now, the R2.5 billion will be reduced if Maziv declares a pre-implementation dividend of R4.2 billion, which essentially means stripping out the excess cash before Vodacom becomes a shareholder. If this happens, Vodacom’s purchase of the additional shares would be for R1.2 billion, not R2.5 billion.

Here’s another complication: so much time has passed since the 2021 announcement that Maziv acquired 49.96% in Hero Telecoms, which means Vodacom needs to cough up for its 30% share of that stake as well. This comes to R0.6 billion in cash. Maziv is looking to acquire almost all the remaining shares in Herotel, in which case Vodacom could be on the hook for a further R0.8 billion in cash.

A further change is that Vodacom’s original option to acquire up to an additional 10% in Maziv has now been changed to 4.95%. In other words, at a value to be agreed at the time (and not less than the valuation of the current transaction), Vodacom would be able to increase its stake to 34.95%. Notably, the only party that would be diluted by the exercise of this option is Remgro, not the other shareholders in CIVH.

So, some tweaks here and there to allow for the passage of time, along with a reduction in Vodacom’s potential overall stake. Roll on 22nd July…

Nibbles:

  • Director dealings:
    • The CEO of Vunani (JSE: VUN) bought shares worth R87.6k.
    • A director of a subsidiary of Capital Appreciation (JSE: CTA) sold share awards worth R48.7k. The announcement doesn’t specify whether this is the taxable portion, so I assume it isn’t.
  • Generally speaking, 4Sight Holdings (JSE: 4SI) is a small company that behaves like a big company. The latest news is that they are acquiring properties that they currently occupy from the CEO. Now, on the one hand, this removes a related party relationship. But on the other, it means that R23.65 million will be invested in property, an asset class that theoretically offers much lower returns than 4Sight needs to be achieving. But the silver lining is that they are saving R4.5 million in annual lease payments, so they are buying it on a yield of 19%. The property was independently valued at R22.8 million (and they are getting it for R21.66 million, as R1.99 million is for furniture and fixtures), so the company is buying the property at slightly below market value. The effective yield is so high that it seems as though the company was paying far too high a rental, so I’m glad to see this being cleaned up.
  • Sable Exploration and Mining (JSE: SXM) terminated CM&A as its auditors and has replaced them with Balushi Inc. At that end of the market, you’ll find auditors that you’ve probably never heard of before.

Ghost Bites (AECI | Redefine)

The Finance Ghost
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Ghost Bites (AECI | Redefine)

AECI announces a few asset disposals (JSE: AFE)

This includes the sale of Schirm USA to its management team

AECI is in the process of simplifying its group and focusing on AECI Mining and AECI Chemicals, which means they are selling everything else unless there are obvious synergies. The market tends to like this kind of thing, as groups with unfocused portfolios are often underperformers. This is why AECI closed 5.5% higher after announcing a few disposals.

The major disposal is Schirm U.S.A. that they are selling to the management team on that side of the pond. Management’s special purpose entity for the acquisition is called Liberation Chem-Toll and they are in Texas, so the stars and stripes are all over this thing. Despite having net assets of R994.5 million as at December 2024, attributable profit was a very sad R9.4 million.

Somehow, AECI managed to sell it for R1.074 billion, a price that probably reflects an uptick in net assets in the past six months. It’s an insane earnings multiple and I’m pretty sure that the AECI execs had to be careful not to rip the counterparty’s arms off when shaking hands for the deal, such is the exuberance.

R716 million is in cool, hard cash. The remaining R358 million is in the form of seller notes, a structure that is more common overseas than in South Africa. Basically, the seller agrees to be paid over a period of time, with the legal form being a promissory note. Deferred payments are common here, but we don’t usually see reference to some kind of promissory note. There’s also an adjustment of up to R72 million for working capital changes.

There are a few conditions that need to be met, but this is a small deal by US standards and there’s no nonsense here in terms of difficult regulatory approvals.

That’s not all, folks.

AECI also announced that Schirm Germany found buyers for Baar-Ebenhausen, one of the three key facilities in the German business. It focuses on formulation, filling and packaging operations for agrochemicals and specialty chemicals. This is one of those “pay them to drag it away” situations, with Schirm Germany transferring €500k to cover environmental liabilities and benefitting from a saving of €3 million on future restructuring and other costs.

And finally, AECI has found a South African buyer for the local food and beverage business. This must be a small deal, as they purely mention the disposal on a voluntary basis and they don’t really give further details.

Here’s the big that investors will want to keep an eye on: AECI notes that they are “satisfied” with their current debt levels and business performance and have “begun exploring inorganic growth opportunities” – I’m not sure that jumping straight into new acquisitions is what the market will want to see.

Redefine sells Rosebank Corner (JSE: RDF)

Weak office leasing prospects mean that a residential conversion is coming

This is a small deal, but an interesting one nonetheless. Redefine is selling Rosebank Corner on Jan Smuts Avenue for R80 million. They will use the proceeds to repay debt. But what makes this worth looking at is that the property will be rezoned for residential purposes and that this rezoning is what will trigger the effective date for the deal.

The value on Redefine’s balance sheet as at February 2025 was R91.5 million, so the disposal price is quite a discount. This is because of the residential conversion costs, as the original valuation assumed that the property would be successful in its current form i.e. as an office.

So, this tells us that the office market still has serious problems, especially in Joburg.

There’s also a related party angle to the deal, as one of the independent non-executive directors of Redefine is the sole director of the purchaser and a minority shareholder in its holding company. The deal is so small for Redefine that even the related party angle doesn’t trigger any additional disclosure or approval requirements.

Nibbles:

  • Director dealings:
    • Here’s an unusual one: Hendrik du Toit bought shares in Ninety One plc (JSE: N91) worth just under R7 million and sold shares in Ninety One Limited (JSE: NY1) worth R14 million. So that’s not just a reshuffling of geographical entry point into the dual-listed structure, but a net sale of shares.
    • Two executive directors of Emira Property Fund (JSE: EMI) received share awards and sold the whole lot worth over R6.6 million.
    • A non-executive director of Richemont (JSE: CFR) bought shares worth just over R1 million.
    • The CFO of Spear REIT (JSE: SEA) bought shares worth R102k.
    • The CEO of Vunani (JSE: VUN) bought shares worth R32k.
  • Trencor (JSE: TRE) has now received the JM12 certificate from the Master of the High Court, which means that the special dividend and delisting of the company can now go ahead. The listing will be terminated on 5 August.
  • Acsion (JSE: ACS) is no longer trading under a cautionary announcement, as discussions regarding a potential acquisition have been called off.
  • Primary Health Properties (JSE: PHP) confirmed that they’ve repaid their £150 million guaranteed convertible bonds. This is a disclosure requirement under UK takeover law, in which they are confirming that their only relevant class of securities is now ordinary shares.

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

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

Exchange-Listed Companies

In line with its strategic shift to focus on its mining and chemical businesses, AECI has announced three disposals. German subsidiary Schirm GmbH will dispose of the assets of Schirm USA to Liberation Chem-Toll, a Texan company established by the management of Schirm USA, for a disposal consideration of US$60 million (R1,07 billion). In a further disposal Schirm has entered into a sale agreement with German-based private buyers to dispose of Baar-Ebenhausen which is focused on contract manufacturing services for both agrochemicals and specialty chemicals. Schrim will transfer €500,000 to cover environmental liabilities. Closer to home, AECI will dispose of its Food and Beverages business to a consortium comprising a local-based private equity fund. The purchase consideration payable in terms of transaction is based on a cash price at closing date, with a capped potential adjustment for working capital movements.

AngloGold Ashanti is to acquire Canadian Augusta Gold from shareholders at a price of C$1.70 per share in cash. This implies a fully diluted equity value of C$152 million (US$111 million) and represents a 28% premium to the closing price on 15 July 2025. In addition, AngloGold Ashanti will provide funds of c.US$32,6 million, for the repayment of certain stockholder loans. The Augusta Gold Board has unanimously approved and recommended the transaction to its shareholders. The deal is expected to close in the fourth quarter of 2025.

Rosebank Corner has been sold by Redefine Properties to Live Rosebank in a deal valued at R80 million. The disposal is in line with Redefine’s strategy to recycle non-core assets to improve the quality of its asset platform and lower its loan to value ratio.

Supermarket Income REIT plc has acquired a Tesco omnichannel supermarket in Ashford, Kent for £54,1 million reflecting a net initial yield of 7.01%. The acquisition is the first transaction for the company since its recently announced joint venture with funds managed by Blue Owl Capital.

Labat Africa has entered into negotiations with All Trading, a related party, for the disposal of Labat’s equity interests in some of its subsidiaries. Further details will be released in due course.

In its latest update, Primary Health Properties plc (PHP) says it has received valid acceptances for c.1.18 % of Assura shares under the revised offer. Assura shareholders have until 12 August 2025 to accept the offer. In addition, the company says it has received foreign direct investment clearance in Ireland. Meanwhile, the Assura Board has unanimously recommended that Assura shareholders take no action in respect of their shares in relation to the Sana Bidco (Kohlberg Kravis Roberts and Stonepeak Partners) offer.

Unlisted Companies

MoneyBadger, a South African Bitcoin and crypto payment solutions provider, has closed a US$400,000 pre-seed funding round. The raise was led by P1 Ventures and angel investors. The round was partly funded in Bitcoin and will be used to drive up adoption of Bitcoin and crypto among local merchants.

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

Weekly corporate finance activity by SA exchange-listed companies

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

In connection with the continued implementation of its repurchase programme, Prosus has sold 371,000 Tencent shares, reducing its shareholding to 22.996%.

On 28 July 2025 MTN Zakhele Futhi will distribute R2,47 billion to shareholders in the form of a special distribution of R20 per share as part of the structure unwind. The amount of the residual NAV will depend on the price at which the remaining 2,48 million MTN ordinary shares held will be disposed of in the market. Thereafter, MTNZF will delist from the JSE.

Following the announcement in May by Accelerate Property Fund (APF) of a proposed rights offer to raise R100 million, the offer opened this week. The capital raise is underwritten, and proceeds will be used in restructuring efforts with a focus on Fourways Mall, APF’s largest asset.

Assura shareholders will receive a special dividend of up to a maximum of 0.84 pence per Assura share in lieu of and representing an acceleration of the quarterly interim dividend otherwise expected to be paid during October 2025. There will be no scrip dividend alternative and Primary Health Properties previously confirmed that the special dividend will not reduce the value of its revised offer. Payment will be made on 26 August 2025.

The JSE has notified shareholders of African Dawn Capital and Efora Energy that these companies have failed to publish their financial statements for the year-ending 28 February 2025 within the prescribed period stipulated by the JSE Listing Requirements. As a result, the listings have been suspended with immediate effect.

The voluntary winding-up of Trencor is in the final stages and shareholders are advised that the company’s shares will be suspended on the JSE from 30 July 2025 and its listing terminated on 5 August 2025. The special dividend of 90 cents per share (from remaining cash resources) will be distributed to shareholders on 1 August 2025.

Name changes – this week three companies released updates:

Subject to shareholder approval, the Board of Blue Label Telecoms has proposed to change the company’s name to Blu Label Unlimited. The company is undergoing a restructuring process which will see the separation of its telecoms and non-telecoms business units. The company will however remain listed in the Telecoms sector of the JSE. Shareholders will vote on the change on 11 August 2025.

Mantengu Mining aims to drop Mining from its name believing it is misleading and does not accurately reflect the current investments held by the company nor its prospective investment philosophy. Shareholders will be asked to approve the name change at the Annual General Meeting on 21 August 2025.

HomeChoice International will trade as Weaver Fintech from 23 July 2025. The growth of the group’s fintech business is such that it is now the primary driver of group performance and profit before tax. The new name better represents the core operations.

This week the following companies announced the repurchase of shares:

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 7 to 11 July 2025, the company repurchased 40,496 shares at an average price of R20.6475 on the JSE and 260,443 shares at 85 pence per share on the LSE.

Glencore plc will undertake a further share buy-back programme 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 5,400,000 shares were repurchased at an average price of £3.11 per share for an aggregate £13,98 million.

Hammerson plc continued with its programme to purchase its ordinary shares up to a maximum consideration of £140 million. The sole purpose of the buyback programme is to reduce the company’s share capital. This week the company repurchased 199,917 shares at an average price per share of 289 pence for an aggregate £579,430.

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 to be funded using the net proceeds of the block trade of shares in ITC to institutional investors. This week the company repurchased a further 488,397 shares at an average price of £37.77 per share for an aggregate £18,47 million.

During the period 7 to 11 July 2025, Prosus repurchased a further 1,882,892 Prosus shares for an aggregate €89,86 million and Naspers, a further 144,996 Naspers shares for a total consideration of R796,34 million.

Two companies issued profit warnings this week: ArcelorMittal South Africa and Mpact.

During the week three companies issued or withdrew cautionary notices: Conduit Capital, Labat Africa and Acsion.

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

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

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

DealMakers AFRICA

Morocco’s ORA Technologies has closed a US$7,5 million Series A funding round led by Azur Innovation, who were joined by three local investors. The ORA app offers multiple features, including P2P transactions, an e-commerce platform, on-demand services, chat functionality, social networking, and a digital wallet to be launched soon.

Sahel Capital through its Social Enterprise Fund for Agriculture in Africa (SEFAA) has provided Kenyan fish processing and distribution company, Camino Ruiz, with a US$1 million loan facility comprising US$800,000 for capital expenditure and US$200,000 for working capital. Camino Ruiz has established itself as Kenya’s first consumer-focused fish brand through a strategic partnership with Global Tilapia Husbandry (GTH), securing a reliable supply of high-quality Tilapia. The company processes this into a range of value-added products under its flagship brand, Global Tilapia.

Vicenne, a medical equipment and healthcare services firm backed by private equity firm Amethis, listed on the Casablanca Stock Exchange on 15 July following an initial public offering which was 64 times oversubscribed. The company offered 2,1 million new shares at MAD236 each.

Egyptian fintech, Palm, has announced an undisclosed seven-figure pre-seed funding round led by 4DX Ventures and included Plus VC and a number of international angel investors. Palm enables users to save for life goals using smart nudges, embedded finance, and curated investments across fixed income, equities, and precious metals. It also offers exclusive merchant deals to boost savings value and reduce spending.

Verdant Capital Hybrid Fund has provided Bfree with a US$3 million loan for distressed loan portfolios from inclusive financial institutions in Africa. Established in 2020, Bfree is an ethical and digital credit collection company.

King V and the future of corporate governance in South Africa

Merlita Kennedy and Pooja Dela
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King V and the future of corporate governance in South Africa

Advancing ESG and business and human rights

Corporate governance in South Africa has evolved significantly over the past three decades, with the King Code playing a central role in shaping responsible and sustainable business practices. In an era where environmental, social and governance (ESG) and business and human rights (BHR) considerations are no longer optional, but fundamental to corporate success, the release on 24 February 2025 of the draft King V Code on Corporate Governance by the Institute of Directors in South Africa (IoDSA) for public comment marks a pivotal moment.

This article briefly examines some of the key changes proposed in King V, particularly from an ESG and BHR perspective. It also acknowledges that the King Codes have, over the years, come under scrutiny, including the current draft, with concerns raised around their utility and effectiveness.

King V refines corporate governance by incorporating modern sustainability principles, streamlining its structure, and making governance guidance more accessible. Most notably, the inclusion of key terms such as “impact,” “impact materiality,” “Ubuntu,” and the updated definitions of “sustainability” and “value creation” signal a shift towards embedding ESG and BHR considerations into South Africa’s corporate governance framework.

The emphasis on impact and impact materiality reflects a move towards requiring businesses to assess not only how external factors affect their financial performance, but also how their operations affect society and the environment. The explicit recognition of Ubuntu — a philosophy centred on interconnectedness and human-centric values, including ethical responsibility — introduces a uniquely South African dimension to governance, reinforcing stakeholder accountability and social cohesion as core business principles.

Meanwhile, the refined definitions of sustainability and value creation underscore that corporate success is no longer measured solely in financial terms, but also in broader contributions to social, environmental and economic well-being.

These updates bring King V in closer alignment with global governance trends, while ensuring South African businesses prioritise human rights, ethical leadership and long-term sustainability as part of strategic decision-making. This evolution marks a departure from traditional compliance-based governance, placing ESG and BHR firmly at the heart of corporate responsibility and value creation.

King V’s evolution: A streamlined and impact-focused governance framework

Since its inception, the King Code has shaped South African corporate governance through progressive updates that reflect global trends, while remaining tailored to the country’s constitutional values and socio-economic context. A defining feature of King IV (2016) was its introduction of the “apply and explain” principle, requiring companies to demonstrate how they apply governance principles rather than merely confirming compliance. How this principle will be interpreted and whether substantive explanations will be required remains to be seen.

King V builds on this principle with several refinements:
Simplified structure – the number of principles has been reduced from 17 to 12, enhancing clarity and ease of application.

Enhanced accessibility – the Code is now presented as a single, stand-alone document, reducing the need for extensive cross-referencing.

Greater emphasis on transparency – the Code encourages proportionality and adaptability to ensure governance practices align with an organisation’s size, structure and complexity.

The inclusion of a formal glossary in King V underscores its commitment to clarity, transparency and accountability, particularly regarding ESG and BHR considerations.

The executive summary of fundamental concepts published with the draft King V Code notes: “King V advocates integrated thinking which takes account of the combination, connectivity, and interdependencies between the range of factors that affect an organisation’s ability to create value over time. The necessity for integrated thinking is apparent when one acknowledges that all organisations function as integral and embedded components of the economy and society in which they exist. In turn, organisations and the economy, as well as other social systems, are integrated and embedded parts of the natural environment upon which these entirely depend. As a consequence of this integration or embeddedness, organisations affect and are affected by the health of society and the planet”.

It further states: “Integrated thinking operates as a thematic strand across the diverse domains or subject matter of governance that the Code encompasses: ethics and corporate citizenship, strategy and performance, reporting, governing body composition, governing body committees, delegation, risk and compliance, information and technology, remuneration, assurance, and stakeholder relationships. Where principles and practice recommendations in the Code refer to the economic, social, and environmental context within which the organisation operates or, from a more granular perspective, to the relationships and resources that organisations utilise and influence, these denote integration.”

What this means for businesses

King V aligns with the global shift towards recognising that companies can no longer focus solely on shareholder value. They must assess, disclose and manage their broader societal and environmental impacts. Sustainability is no longer a “nice-to-have” — it is a governance imperative.

Businesses must integrate sustainability into strategy, risk management and operations, rather than treating it as a separate compliance function. The inclusion of Ubuntu localises corporate governance within South Africa’s cultural and ethical framework. Companies are encouraged to adopt stakeholder-centred decision-making, reinforcing values such as community, respect and ethical leadership.

Value creation must now be holistic, considering financial, social and environmental returns. Organisations must define and measure success not only by profits, but by their positive contribution to society and the planet.

That said, the balancing act between profitability and operationalising ESG and BHR should not be underestimated. Business is a key driver of economic growth, and regulatory changes must not result in undue bureaucratic burdens. How these proposed changes will be implemented remains to be seen. It will also be important to monitor how the business sector responds and how ESG and BHR considerations are practically embedded in governance.

Why King V matters for South African business

The draft King V Code represents a potentially transformative step in South Africa’s corporate governance journey, though not without criticism, including claims that the Code serves as a political placeholder to signal compliance without necessarily driving change. By refining governance principles, emphasising impact-focused strategies, and embedding sustainability and ethical responsibility into its framework, King V aims to ensure that South African businesses remain globally competitive and accountable to their local communities and stakeholders – futureproofing their operations as a result. King V attempts to bridge the gap between traditional governance and modern ESG and BHR expectations, helping South African businesses become more resilient, responsible and relevant. As King V remains open for public comment, organisations should actively engage with the draft Code to ensure the final version reflects international best practice, the unique governance needs of South Africa, and importantly, is practical and implementable.

The King Code had long set the benchmark for corporate governance in South Africa. With King V, the country has an opportunity to lead globally by balancing financial success with ethical, social and environmental responsibility.

Businesses that embrace this evolution will not only future-proof their operations, but also build stronger stakeholder relationships and drive long-term, sustainable value.

Merlita Kennedy and Pooja Dela are Partners | Webber Wentzel

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

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

Ghost Bites (AngloGold | Coronation | Mpact | Richemont)

The Finance Ghost
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Ghost Bites (AngloGold | Coronation | Mpact | Richemont)

AngloGold pushes deeper into the US market with another acquisition (JSE: ANG)

They are acquiring Augusta Gold in a R2 billion deal

AngloGold recently moved its primary listing from the JSE to the New York Stock Exchange (NYSE). It remains listed on the JSE so that South African shareholders can continue to invest in the stock without any difficulties, but having a primary listing in the US is a clear sign of intent around global growth ambitions.

Speaking of growth, the company has announced another acquisition in the US market. They have agreed to acquire Augusta Gold in a deal worth nearly R2 billion. Augusta Gold is listed in Toronto, so the price is expressed in Canadian dollars. They are paying C$1.70 per share, a premium of 28% to the closing price on 15 July and 37% to the 20-day VWAP. The purchase price is being settled in cash.

The appeal here is that Augusta Gold’s assets are in the Beatty District in Nevada. They are also adjacent to AngloGold’s existing assets in the area, so they are consolidating their interests in that space and adding to their mineral resources.

Ultimately, by seeking gold assets in a region like the US, AngloGold is hoping to increase its valuation. Whether we like it or not, investors are more likely to pay up for gold assets in the US than in South Africa, as the regions have very different risk premiums.

Unless Trump starts trying to fire every Fed chair who doesn’t want to drop interest rates, that is.

A huge upswing in AUM at Coronation (JSE: CML)

The markets have thrown them a bone

The story at Coronation in recent times has been one of disappointing flows and management blaming things like South Africa’s poor savings culture, while competitors with advice-led businesses go out there and hunt for assets with success.

The good news for Coronation shareholders is that although I doubt the situation with flows has changed much, recent market performance has led to a substantial jump in assets under management (AUM), the basis upon which Coronation earns a living.

AUM was R737 billion as at June 2025. Coronation never ever gives comparable numbers in the same announcement (even when they’ve done well), so we have to go digging through SENS to find them. The June 2024 number was R632 billion, so they are 16.6% higher over 12 months. The March 2025 number was R676 billion, so they are 9% higher over three months.

Now, if only the trend around inflows would change! But I doubt that will happen without management investing in distribution, something they seem unwilling or unable to do.

Rough news for investors in Mpact: profits have moved sharply lower (JSE: MPT)

The plastics business dragged them down

Mpact has released a trading statement dealing with the six months to June 2025 and I’m afraid it’s not for good reasons. Brace yourself: HEPS from continuing operations is expected to be between 18.2% and 28.0% lower. And for total operations, the expected drop is between 30.8% and 39.1%. Ouch!

The paper business achieved revenue growth of 7% thanks to higher containerboard sales volumes in both the local and export markets, partially offset by lower cartonboard and corrugated sales volumes due to weak demand. But even this growth wasn’t good enough, as cost and margin pressures drove a decrease in operating profit.

The plastics business suffered a drop in revenue of 15%, with FMCG Wadeville struggling to replace volumes lost after expiry of two contracts with a major customer. There was also seasonal pressure in Bines & Crates, which should ease in the second half. Although Mpact doesn’t explicitly say it, profit is surely down significantly in this segment.

With group EBITDA down by 15% and underlying operating profit by 26%, HEPS never really stood a chance. The only highlight here is that net debt has reduced from R3.23 billion to R2.985 billion.

Detailed results are due for release on 4 August, at which point investors will know the full extent of the pain. The Mpact share price has lost 17% this year.

Sales are up at Richemont – but not by much (JSE: CFR)

They refer to 3% growth as a “solid start” to the year

The quarter ended June 2025 is the first quarter of Richemont’s financial year. They got off to a positive start at least, with group sales up 3% as reported and 6% in constant currency terms. Hardly a rocket to the moon, but in the green.

The trends in the underlying segments is fascinating. The Jewellery Maisons were up 11% in constant currency, while Specialist Watchmakers fell 7%. The “Other” bucket (which is nearly as big as Specialist Watchmakers these days) fell 1% in constant currency.

The regional story is also interesting. Asia Pacific finally bottomed out in terms of flat constant currency sales and a decrease of 4% as reported Although there was a 7% decline in China, Hong Kong and Macau, other Asia Pacific markets picked up that slack. The next largest segment is Americas, up 17% in constant currency and 10% as reported. Then we get Europe, up 11% (on both metrics as the reporting currency is the euro). Japan had a rough time vs. a very high base, with sales down 15% in constant currency and 13% as reported. Finally, Middle East & Africa was up 17% as reported and 11% in constant currency, with the United Arab Emirates as the unsurprising bright spot there.

As you can see, the currency is making quite a difference. A world of dollar weakness and euro strength isn’t ideal for Richemont.

On the balance sheet, net cash was €7.4 billion, only slightly up from €7.3 billion due to the YNAP transaction that was completed in April 2025. They’ve finally sold that messy thing to Mytheresa, although they had to put in more cash to make that happen and they now have a 33% stake in Mytheresa.

Richemont’s share price is up roughly 20% year-to-date.

Nibbles:

  • Director dealings:
    • The CEO of Vunani (JSE: VUN) bought shares worth R6k. This sounds like a silly number in isolation, but there has been a string of recent purchases.
    • And speaking of silly numbers, a prescribed officer of Acsion (JSE: ACS) sold shares worth R612.50. I’ll include the 50 cents for the fun of it.
  • In further egg on the faces of the Assura (JSE: AHR) board regarding the offer they chose to back, the letters from the employee representative show that employees are more concerned about the merger with Primary Health Properties (JSE: PHP) than KKR and Stonepeak. That’s not surprising, as a merger is far more likely to lead to job losses. Tell me again about how that merger is likely to be a net positive for investors vs. just taking a cash offer?
  • Visual International (JSE: VIS) released results for the year ended February 2025. This is a penny stock (it closed 50% higher at R0.03, mainly because that’s the only increment higher than the previous close of R0.02), so it only gets a mention down here. Beware: they are looking to raise capital through a bookbuild that they will propose at the AGM, so dilution is coming. The company is so small that revenue was just R1.8 million, while the loss before tax was R2.3 million. HEPS was 0.39 cents per share. There are also a whole bunch of related party balances going on here. It needs a lot of cleaning up.
  • Numeral (JSE: XII) released numbers for the quarter ended May 2025. This period includes the 51% interest in Cryo-Save South Africa, as well as the 51% in Longevity Lab and a short period of ownership of the 40% in Isopharm. In other words, the comparable numbers aren’t useful. Revenue was $543k and net profit after tax was $75.7k, so this obscure Mauritian structure is now generating positive earnings. There’s very little trade in this stock and it remains a penny stock of note (currently trading at R0.02), but maybe they will actually manage to turn it into something.
  • Supermarket Income REIT (JSE: SRI) has completed the transfer of its listing from the closed-end investment funds category to the equity shares category on the London market. This may sound like just a housekeeping thing, but it makes quite a difference in terms of index tracking funds and the mandates of institutional investors.
  • In the incredibly unlikely event that you’re a shareholder in Globe Trade Centre (JSE: GTC), you’ll be interested to know that the company has exercised a call option to acquire a residential portfolio. They are funding this with a combination of own cash resources and a loan to the company.
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