Monday, February 9, 2026
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Ghost Bites (BHP | CMH | Goldrush | KAP | Labat | Richemont)

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The English High Court has weighed in on BHP’s Fundão disaster in Brazil (JSE: BHG)

There are still many years to go in court

The horrific Fundão disaster in 2015 is one of the biggest environmental disasters in the history of Brazil. And aside from all the toxic waste, online reports note that 19 lives were lost.

The families of the victims will live with that pain forever. As for BHP and Vale, joint venture partners in Samarco, they are living with it in court a decade later. It seems as though they still aren’t done with the legal stuff, as the English High Court has now thrown its weight behind the claims.

Despite BHP arguing that the court action in England was duplicative of the remediation and compensation that already occurred in Brazil, the English High Court found that BHP is liable as a polluter under Brazilian environmental law and the Brazilian civil code, rather than under Brazilian corporate law.

Look, I’m no lawyer and this is clearly highly technical stuff. Essentially, there are trials scheduled for 2026 – 2027 that will establish whether the losses claimed by the claimants were caused by the dam failure. There might need to be a third stage of the trial in 2028 (or later) based on individual claimants.

Interestingly, of the 610,000 people who were already compensated in Brazil, 240,000 of them are also in the UK claimant group and they have provided releases for related claims. The English High Court has upheld the validity of those releases.

BHP notes that cash outflows related to Samarco are still expected to be $2.2 billion in FY26 and $0.5 billion in FY27. The provision on the balance sheet was $5.8 billion as at June 2025 and has now decreased to $5.5 billion. But by BHP’s own admission, material changes to this provision are possible based on how the court action moves forward.

Purely wearing a financial hat for a moment, the market hates anything that looks like a share price overhang. With a market cap of nearly R2.4 trillion though, this provision isn’t exactly going to sink the company.


CMH gets ready to repurchase up to 15% of its shares in issue (JSE: CMH)

This is a strong positive signal from management

Although there has been a significant change in the market share across leading automotive brands in South Africa, groups like CMH have managed to position themselves for a successful response to the shift towards new Chinese and Indian vehicles. In fact, the prevalence of these affordable vehicles in local showrooms is why new car sales look so good!

This has given management the confidence to move forward with a massive share repurchase of up to 15% of shares in issue. This deals with the excess cash on the balance sheet and sends a message to the market that the directors think the shares are attractive at their current price.

Due to liquidity constraints on the local market and a wish to avoid reducing the free float, the share repurchase is being structured as an offer to all shareholders on a voluntary pro-rata basis. Up to 15% of each shareholder’s shares can be sold to the company for R35.50 per share. The current share price is just over R37, so this offer is likely to only appeal to large institutional holders who struggle to monetise their stakes due to lack of liquidity in the market.

Here’s the really interesting thing: no over-elections will be allowed, which simply means that shareholders cannot sell more than 15% of their shares back to the company at this price. In other words, we don’t know what the final percentage of total shares in issue will be, but in all likelihood it will be significantly less than 15% as not every shareholder will accept the offer (partially or in full).


Don’t let the big drop in HEPS at Goldrush fool you – the operating performance is actually flat (JSE: GRSP)

The base period included a huge accounting distortion that removes comparability

I’m very grateful that we have HEPS as a performance measure in South Africa, although I noted some very concerning recent commentary from the JSE around potentially dropping it. I know that people from the JSE read Ghost Bites, so my message here is clear: please don’t do that! HEPS is a wonderful thing.

But even HEPS doesn’t capture all of the potential accounting distortions that can make one period less comparable to another. Goldrush is a prime example, as a change in accounting policy from investment holding company to consolidated accounts led to a huge unwind in the deferred tax provision in the prior period. This boosted prior period HEPS by 107.9 cents per share to 113.77 cents.

If we strip that out, we are left with 5.87 cents in HEPS. This means that HEPS for the six months to September of 7.13 cents reflects growth of over 21%, instead of a decline of 94%!

You’ll note that I described the earnings as “flat” though, so how does that align with a 21% increase in HEPS? The answer lies in operating profit, which increased by less than 0.2%. The boost to HEPS came from an increase in interest income and a dip in finance expenses, along with a decrease in the weighted average number of shares in issue.

If we dig into the business, the Bingo division was good for 5% growth in gross gaming revenue. With online gaming being a disruptive force in the industry, the group is implementing cost reductions to allow for the uninspiring growth in in-person gaming. Interestingly, despite Limited Payout Machines increasing revenue by just 4% vs. a 10% increase in the number of active machines, the group is happy to keep rolling these machines out. Ultimately, it all comes down to return on capital and where they can find efficient growth.

Sports betting stores seem to be bearing the brunt of online gaming, with existing retail stores suffering an 11% decline in revenue. Conversely, gross gaming revenue in the online business was up 23%. This comes at the cost of marketing spend in this hugely competitive environment. Interestingly, Goldrush notes that current regulations are due a refresh in response to how this industry has developed.

In case you’re wondering, Goldrush has provided funding of R92 million to Sizekhaya, the consortium that won the National Lottery licence. They expect to achieve sign-off on the operations and tech well ahead of the 1 June 2026 start date. This funding is being capitalised at the moment, not expensed. There are two court challenges in progress at the moment in relation to the award of this licence.

This is an interesting time for the company. There’s plenty to keep them busy, ranging from online gaming (both an opportunity and a threat) through to the National Lottery.


KAP is selling Unitrans Africa as part of the group turnaround strategy (JSE: KAP)

They simply cannot afford to own underperforming businesses

KAP has had a terrible time recently, with the share price down more than 60% over three years. With Frans Olivier stepping up from CFO to CEO, they will be keen to take the necessary actions to stem the bleeding and get the share price on a positive trajectory.

One such example is the sale of Unitrans Swazi Holdings to Freight-X, the company’s existing partner based in Eswatini. Unitrans is getting out of almost everything in that country, retaining exposure to only their agricultural operations.

The price is R138 million plus various vehicles and balance sheet adjustments. Based on 30 June numbers, it would come to around R214 million. The majority of the purchase price would be settled immediately, with around R41 million being due 95 days after the effective date.

The loss after tax in this business for the year to June 2025 was R1 million, so KAP is doing the right thing by unlocking proceeds that Unitrans can then use to fund capex related to the replacement of existing assets. There’s a nasty knock to the income statement on the way out though, as the net assets were carried at R253 million. This means a loss on disposal of around R39 million based on the latest estimated value of the deal.

The old adage in finance is that your first loss is your best loss. In other words: get out of something early and just take the pain before it gets any worse. Given the broader pressures on KAP, this deal seems sensible to me.


Labat Africa bounces between buyers of their cannabis assets (JSE: LAB)

It seems that “buy low, sell high” is harder than it looks

I have to get those cannabis puns in while I can, as Labat Africa won’t hold these assets for much longer. The Labat Healthcare segment was initially planned to be sold to All Trading, a related party, but that deal fell through in October. Then, a company named 64P Investments appeared and entered into a binding agreement for those assets.

“Binding” seems to mean different things to different people, as 64P Investments has subsequently withdrawn from the deal and it has been terminated. This left Labat Africa without a buyer once more, so they went back to All Trading and knocked on their door.

In the third attempt to sell this thing, the price is R23 million and it would be settled through partial settlement of existing loan amounts due to the related parties. This price is in line with the terms that were agreed with 64P Investments. Amazingly, the profit for the business was R17.5 million and independent valuations previously indicated a value of R15 million to R17 million. You won’t often see a P/E multiple below 1x!

Ultimately, shareholders are just looking for a deal that gets these assets off the balance sheet. Labat has made acquisitions in the IT space and is a completely different company these days, so the sooner this distraction is over, the better.

As this is a related party transaction that is material in size to the company, a shareholder vote will be required. An independent expert has been appointed to provide an opinion and a circular will be sent out as soon as possible.


Richemont accelerated in the second quarter (JSE: CFR)

The share price reflects the much stronger recent performance

Richemont’s share price has been on a charge recently, pushing towards the 52-week high. The share price is up roughly 30% from the lows in August, driven by a much stronger performance in the three months to September (the second quarter of the year). It’s incredible to see a company of this size bounce around like this:

To be fair, it’s been quite the year, with extreme global trade disruptions and nobody being sure what the impact might be on consumers. In the results for the six months to September, Richemont has sent a clear message that people are still buying luxury products – and at an accelerating rate.

Sales growth was 10% in constant rates and 5% in actual rates, with relative euro strength blunting the reported growth. Operating profit was up 24% in constant rates, so there’s a lovely margin expansion story here.

Jewellery Maisons led the way, with sales up 14% in constant rates. 17% growth in the second quarter reflects the acceleration that the market is excited about. This segment runs at 32.8% operating margin and the group margin is much lower at 22.2%, so brace yourself for what is coming next to make those numbers possible.

Specialist Watchmakers experienced a drop in sales of 2% for the period, although they were at least up 3% in the second quarter. Operating margin was just 3.2%, which is why the group margin is so much lower than the jewellery business. Although the Swiss watches are being affected by tariffs, it seems as though the Americas were still the best source of growth for this business. Soft demand in China was a problem.

As for the “Other” bucket, sales were up 2% for the six months and 6% in the second quarter, but it still reported an operating loss.

Diluted HEPS increased by around 5.2%, so it’s not exactly a strong growth story. The market was just happy to see improvement in the trajectory, even if there’s a very long way to go in the Specialist Watchmakers business in particular.


Nibbles:

  • Director dealings:
    • The CEO of Old Mutual (JSE: OMU), Jurie Strydom, bought shares worth R10 million. Separately, the company announced that a share plan with a capped value of R300 million is being put in place for Strydom. Alignment doesn’t get much better than this: the vesting of shares is based entirely on share price appreciation!
    • An associate of the CFO of 4Sight Holdings (JSE: 4SI) bought shares worth R334k.
    • An associate of the CEO of Grand Parade Investments (JSE: GPI) bought shares worth R67k.
  • Supermarket Income REIT (JSE: SRI) announced the acquisition of a portfolio of 20 Carrefour supermarkets in France through a sale and leaseback transaction. The total price is €123 million at an attractive net initial yield of 6.6%. As a sign of the times for retailers (and their landlords), these properties have an omnichannel focus and thus affordable average rents as they aren’t necessarily in prime locations in terms of footfall. This takes the REIT’s total Carrefour exposure to 46 stores, or 10% of the gross asset value.
  • Cilo Cybin (JSE: CCC) announced that for the six months to September 2025, the headline loss per share will be between 138.30 cents and 138.48 cents vs. HEPS of 0.87 cents in the comparable period. This is because of the significant once-off expenses related to the acquisition of Cilo Cybin Pharmaceutical that was effective only at the end of September 2025.
  • Eastern Platinum (JSE: EPS) has very limited liquidity in its stock, so the results for the third quarter of 2025 will only get a passing mention down here. Revenue for the quarter was up 24.5% year-on-year, but for the nine months they are down 13.6%. Despite the higher revenue for the quarter, they still incurred a mine operating loss of $0.2 million. The year-to-date numbers look terrible on that metric, with an operating loss of $4.6 million vs. operating income of $8.7 million in the comparable period. The reason is that the company ceased the chrome retreatment operations and focused instead on underground operations at the Crocodile River Mine. The future of the business lies in PGM concentrate sales to Impala Platinum (JSE: IMP).
  • Rex Trueform (JSE: RTO) and African and Overseas Enterprises (JSE: AOO) announced that the profit warranty related to the 51.02% investment in Byte Orbit has fallen away by mutual agreement with the sellers of the shares. The parties attribute this to a change in the commercial basis of the investment that makes the profit warranty no longer applicable.

A succulent crime story

How did a lockdown hobby turn into an ecological emergency? In the stillness of the Karoo, poachers aren’t after gold or ivory, but thumb-sized succulents so coveted that entire species are vanishing into the black market.

Under the cover of darkness, illicit cargo moves across South Africa’s borders. Stashed in boxes and stuffed into car trunks, these stolen trophies will soon be bound for Asia, where they will be snapped up in no time at extravagant prices. They’re not jewels or ivory or rhino horn, but they might as well be. Each of these thumb-sized plants represents one of millions stolen from the wild, smuggled across borders, and sold into the booming black market for succulents.

They don’t look dangerous or even that valuable. Some resemble tiny aloes or miniature grapes, while others look like pebbles with freckles. But these “living stones” – species like Conophytum and Lithops – have become the unlikely stars of an international plant craze that has stripped parts of South Africa’s Succulent Karoo bare.

Over the past six years, these tiny desert plants have been dug up by the millions, pushing several species to the brink of extinction and exposing a conservation crisis that’s as unexpected as it is devastating.

The desert that blooms

Drive through it, and the Succulent Karoo looks like nothing more than a barren landscape baking under a merciless sun. But walk through it – or better yet, get down on your hands and knees – and the desert transforms into something else entirely. Between the sand and stones is one of the most biologically rich arid regions on Earth, containing around 6,350 plant species (that we know of), about 2,500 of which are found nowhere else. In spring, it erupts into carpets of yellow, pink, orange, and white blossoms. It’s also home to the world’s smallest tortoise, the Speckled Padloper, and an array of insects found nowhere else.

This is a landscape built on subtlety and survival. Plants here have evolved into extraordinary shapes, bulbous and camouflaged, to conserve water and hide from grazing animals. Ironically, those same adaptations that give them their distinctive appearance are what make them so desirable to collectors in Asia, Europe, and the United States.

The making of the succulent underworld

Global interest in succulents isn’t exactly a new thing. Plant enthusiasts and collectors from the United States, Europe and Asia have been digging up small numbers of succulents and sneaking them home in their luggage for as long as anyone can remember. Locals soon took notice, and in an effort to meet the clear demand (and to stop tourists from digging around in the desert), nurseries started propagating and selling a wide variety of species from the Succulent Karoo. It is these same nursery owners who first blew the whistle when they noticed a change in consumer appetites. 

The turning point came around 2018, when demand among collectors in East Asia exploded into full-blown mania. Chinese and South Korean “plantfluencers” began posting photos of Conophytum species, positioning them as rare treasures from the African desert. In no time, demand outpaced supply. At the peak of succulent madness, a single Conophytum cluster could sell for the price of a new smartphone. South African nurseries simply couldn’t keep up – a problem exacerbated by the fact that mature succulents can take up to seven years to grow from seed.

By 2020, nurseries were practically empty and entire populations of Conophytum were being wiped out in the wild – but the worst was still to come. When the world shut down due to the Covid-19 pandemic, millions of people – stuck at home and staring at screens – discovered the joy of houseplants. Instagram and TikTok flooded with photos of “living stones,” and the #succulent tag sprouted an entire digital subculture. People had more time and less purpose. Looking to fill the void, many sought out something alive that they could care for. Interesting little plants felt like a way to connect with the outside world.

Organised crime syndicates spotted the opportunity. Using local intermediaries, they hired teams of poachers (often unemployed locals desperate for income) to scour the desert. Within months, the Succulent Karoo became a feeding ground for smuggling operations that stretched from small towns like Springbok to the ports of Hong Kong and Shanghai.

Between 2019 and 2024, South African authorities seized 1.6 million illegally harvested succulents – and that’s probably just the tip of the iceberg. The true number could be several times higher. At least eight species of Conophytum are now considered “functionally extinct,” which means that a small number may still survive in the wild, but there are too few to sustain the species’ population or to fulfill their previous role in their ecosystem. As of 2019, all Conophytum species have been reclassified in higher IUCN Red List threat categories.

The many holes in the net

Law enforcement has struggled to keep up with this plant poaching problem. A big part of the issue is that the Succulent Karoo stretches for hundreds of thousands of square kilometres (from Southwestern Namibia through the Northern Cape and into the Western Cape), and that vast expanse is patrolled by only a handful of officers. The local Stock Theft and Endangered Species Unit in Springbok has managed a few major busts, sometimes intercepting smugglers with carloads of boxed plants. But for every successful raid, thousands more plants slip through undetected.

Bureaucracy makes things even more complicated. Conservation laws differ from province to province, and enforcement depends on which side of an invisible border you’re standing on. In one province, collecting a certain species is a crime; in another, it isn’t.

Even when raids are successful and plants are confiscated, most can’t be returned to the wild. Their original locations (which they’ve specifically adapted to live in) are unknown, and those that are nursed back to health in greenhouses often go “soft”, losing their ability to handle harsh desert conditions. Two experimental replanting efforts have ended in heartbreak. Against all odds, the succulents survived – until poachers returned and stole them again.

The poachers themselves are rarely hardened criminals. They’re usually unemployed locals – out-of-season farmworkers, miners, or young men looking for quick cash. They earn a fraction of what the plants sell for overseas, but when they’re caught, they are given fines that destroy them financially. It’s a bleak calculation: a day’s work digging up little plants might earn enough to feed a family for a week, or it might lead to arrest, legal debt, and a permanent criminal record. And through it all, the kingpins stay untouched.

This is the moral tangle of the succulent crisis. None of us condone smuggling or habitat destruction, but the thorny truth is that protecting the desert often means punishing the poor. We expect people to value biodiversity, but when they can’t feed their families, it doesn’t feel like a fair trade.

The market cools – temporarily

Fortunately, there are small signs of change. In 2023, seizures of Conophytum plants dropped sharply, and by 2024, they had almost ceased. Prices in Asian markets have also fallen as commercial growers began producing their own stock. Some experts believe the craze has simply moved on – like all fads eventually do – to the next exotic collectible. But conservationists warn against complacency. Today it’s Conophytum. Tomorrow it could be another genus. 

As long as rarity equals value, the Karoo will never be safe. The tragedy of the succulent poaching crisis is almost philosophical. These plants evolved to survive drought, heat, and isolation. What they can’t survive is attention. For centuries, they hid in plain sight, thriving precisely because no one noticed them. Now, their survival depends on the opposite: being noticed enough to be protected, but not so adored that they’re collected into oblivion.

South Africa’s 2022 anti-poaching strategy includes community education and conservation outreach, but awareness alone can’t undo the economics driving the trade. Legal nurseries can’t meet demand quickly enough, and policies often arrive after the damage is done. In the end, the battle over these tiny plants isn’t just about biodiversity – it’s about how the global appetite for beauty and novelty turns fragile ecosystems into commodities.

A future in the balance

Walk through a greenhouse of confiscated succulents and you’ll see rows upon rows of rescued plants. Tens of thousands of tiny living things, each one stolen, now waiting for a home they may never return to. They’re tended by scientists and volunteers who know that most will never see the desert again.

Their labels tell a sombre story of modern extinction: Conophytum acutum, Conophytum pageae, Conophytum obcordellum. Some are already gone in the wild. Others teeter on the edge of extinction. 

They don’t trumpet like elephants or charge like rhinos. They don’t bleed when cut from the ground. But they are part of South Africa’s living heritage, one that is vanishing not with a bang, but with a shovel and a box.

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 (Brait | Cell C | Italtile | Premier – RFG Holdings | Sanlam)

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At Brait, Virgin Active’s EBITDA has gotten much closer to “maintainable EBITDA” (JSE: BAT)

And Premier is of course doing very well (JSE: PMR)

Summer bodies are warming up in South Africa and the beach is calling. In months gone by, the same was true in the Northern Hemisphere. With Brait reporting strong growth in revenue across the UK, South Africa, Italy and the APAC territories at Virgin Active, they are happy to assist you with those beach abs in many countries.

Jokes aside, these are encouraging numbers for both the business and the general health of humanity. South Africa led the way with revenue growth of 15% for the six months to September, with APAC up next at 13%. The UK grew by 12% and Italy by 7%. These numbers were good enough for EBITDA to grow to £112 million in the last twelve months.

Now here’s the interesting thing: Brait has been valuing its investment in Virgin Active based on maintainable EBITDA of £120 million and has left this unchanged despite the growth. That’s because EBITDA has now caught up (mostly) to the company’s view on maintainable EBITDA. This is encouraging, but the market still needs to stomach the forward EV/EBITDA multiple of 9.25x that Brait applies to the stock. This is a 15% discount to the peer average, but it still feels a bit spicy unless they can continue with these levels of growth.

As an aside, capex at Virgin Active jumped from £58 million in 2024 to £96 million in 2025. I am very sure that my local gym got just about none of that.

Premier (JSE: PMR) is separately listed these days and doing very well, so there’s no need to go into much detail there. Brait does of course reference Premier’s planned merger with RFG Holdings (JSE: RFG) and the resultant diversification of the product mix. As I’ll continue to point out (and as you’ll read further down), diversification is always good for portfolios and not always good for corporates.

At New Look in the UK, revenue is still hard to find. It fell 2% for the six months, while EBITDA increased by 34% to £21 million. They are assessing “strategic options” for the business.

Based on the latest valuations, Virgin Active is 62% of Brait’s total assets, while Premier is 32.3% and New Look is just 3%. The company’s latest indication is that Virgin Active will be separately listed by 2027, a delay of the previous guidance of late 2026.


The Cell C offer is officially open (JSE: CCD)

Blu Label has also released details on the Black Ownership plan (JSE: BLU)

In a year that has seen a resurgence in the telcos (thanks mostly to improved macroeconomics in Africa), Cell C is finally coming to market. This should lead to a much cleaner balance sheet for Blu Label that will be easier to understand.

The raising is expected to have gross proceeds of up to R6.5 billion, including an allocation of shares worth around R2.4 billion to an empowerment vehicle. They need to do a fair bit of structuring to make sure that they have at least 30% Black Ownership once they are separately listed. This includes the Blu Label subsidiary selling between 5% and 20% of the shares to the B-BBEE investment entity, with the price left on loan account and settled through dividends over time and the sale of shares. We’ve seen this type of structure a zillion times before in South Africa. If you want to dig into the full details of how it works, Blu Label released a separate announcement on it.

As I pointed out recently when Cell C released its intention to float announcement, the group is more than just the capital-light MVNO model that gets all the attention. They also have 7.57 million mobile subscribers, with prepaid customers making up 89% of that base. This is a core part of the business that doesn’t get much attention, as the market tends to focus on Cell C’s majority market share in the MVNO space (13 of the 23 in the country are Cell C clients).

On a pro-forma basis (i.e. with adjustments for the mix of businesses that will be in the standalone listed group), revenue for the year ended May was R13.7 billion and EBITDA was R3.7 billion. Capex intensity at 5.7% (capex divided by revenue) is certainly a leaner model than most telcos out there. But with a capital-light model comes a different set of risks: less control over the core enablers of the business.

Here’s an excerpt from the pre-listing statement (which is 464 pages long!) that sets out perhaps the biggest risk:

The pre-listing statement includes a detailed look at the risks and opportunities of the business. As with all things in life, there are pros and cons to every business model.

It’s great to see another listing on the JSE and I hope that it will be a success!


Italtile off to a tough start this year (JSE: ITE)

Weak demand and margin pressure have continued

At the AGM, Italtile gave an update on trade from July to October. They managed retail growth of just 2% in an environment of constrained consumer spending, although I must also note that we’ve seen some decent numbers from other consumer discretionary businesses. The issue seems to relate more to pricing than volumes, with deflationary pressures in an environment of oversupply in the market. This would explain why an uptick in demand isn’t translating into strong revenue growth.

Full credit to Italtile: they’ve been warning the market about the supply imbalance for as long as I can remember. It’s precisely why I prefer Cashbuild (JSE: CSB) in the sector at the moment, as they don’t have a manufacturing arm.

You see, the real issue is that the manufacturing business is highly dependent on achieving decent throughput (due to the high fixed costs), something that is hard to achieve when there is oversupply. With group systemwide turnover down 1% for the period and overall costs up 1%, the situation looks painful for profitability.


Premier and RFG Holdings release the joint circular for their merger (JSE: PMR | JSE: RFG)

I remain worried about this deal

Corporate mergers can be like romantic relationships: sometimes, two things simply don’t belong together, even if they are each lovely.

The FMCG sector is full of examples of consolidation plays that didn’t work out. The Kraft Heinz merger is widely regarded as Warren Buffett’s worst ever transaction. The playbook was to consolidate operations and cut costs. After all, if the underlying business focuses on food, then does it really matter which food? It turned out that yes, it does matter.

If you consider Premier and RFG, then you have one company with a focus on consumer staples and the other with a focus on consumer discretionary food. Not all food categories are created equal. Put differently: you need bread in your basket more than you need canned peaches.

They also have completely different supply and demand pressures. At Premier, it’s about being as efficient as possible to grind out better margins from products that are in hugely competitive environments. After all, can you think of anything more competitive than bread? At RFG, their numbers are impacted by exogenous factors like global supply of deciduous fruit. Their numbers are almost guaranteed to be more volatile.

Now, the rationale for putting these two companies together is based on increased scale, a more diversified offering and greater category reach for Premier. Sure, all of that may be true on paper, but Tiger Brands (JSE: TBS) tried a similar strategy and we know how that ended. The recent improvement at Tiger Brands has been based on their discipline in figuring out where they have a right to win and then selling everything else.

If the scheme of arrangement is successful and the deal goes ahead, then I hope it works out and they create a better group thanks to the merger. There’s a lot at stake here, particularly at Premier and the role it plays in delivering basic food to consumers.

The deal is structured as a share-for-share transaction based on 1 Premier share for every 7 RFG shares. The reference prices are R22 per RFG share and R154 per Premier share. This represents a premium of 37.5% to the 30-day VWAP of RFG shares (measured up to the date of release of the firm intention announcement).

In my opinion, RFG shareholders can consider themselves lucky here. The share price was washing away and the recent numbers didn’t look great. Conversely, Premier’s numbers have been excellent. In my view, the risk is to the existing Premier shareholders. The market seems to have a different view, as the Premier share price has only gone up and up since the deal was announced. This bucks the usual trend in the market, where the acquirer’s share price usually drops after announcing a deal.


Sanlam’s core business looks good (JSE: SLM)

There’s a big change to the accounting coming soon

Sanlam released an update for the nine months to September 2025. The metrics that are familiar to investors look good, like net results from financial services up 19% on a normalised basis. This has been boosted by 13% growth in normalised group new business volumes.

There are going to be significant changes to the metrics going forwards. From 1 January 2026, they will be focusing on operating profit and adjusted headline earnings. These are going to be more volatile than the current metrics as they include full investment market movements, not just Sanlam-specific shareholder fund adjustments. The accounting for insurance businesses is very complex.

If they apply the framework that is coming soon, then actual adjusted headline earnings dipped 6% and normalised adjusted headline earnings (sigh) increased 4% in this period.

The weirdness is a result of the realities of the business model. Sanlam has an operational business that delivers financial services to clients. They also have a complicated balance sheet that does all kinds of interesting things with the funds in the insurance float and otherwise.

From what I can see, most of the operational metrics look fine at Sanlam. There are of course some areas that require management focus, like a decrease of 10% in normalised value of new business (VNB) in South Africa.

On the corporate side, they are busy with the integration of Assupol and they sound happy with the progress made on it. The final regulatory approvals are being obtained for the South African leg of the Ninety One transaction.


Nibbles:

  • Director dealings:
  • ASP Isotopes (JSE: ISO) is a step closer to listing its subsidiary Quantum Leap Energy. They have submitted a draft registration statement to the SEC related to the proposed IPO. They haven’t yet determined the number of shares to be offered or the price, but the wheels are in motion.
  • Brimstone (JSE: BRT | JSE: BRN) confirmed that the intrinsic NAV per share as at September 2025 is 859.8 cents, or 832.5 cents on a fully diluted basis. The current share price of R4.50 is a 45% discount to the fully diluted intrinsic NAV. This NAV has sadly decreased by 22.9% from December 2024 to September 2025 due mainly to pressure on the Oceana (JSE: OCE) share price, the largest investment at Brimstone.
  • Curro (JSE: COH) is a step closer to achieving non-profit status through the Jannie Mouton Stigting transaction. The Botswana Competition and Consumer Authority has given the green light, leaving only the South African regulator to still approve the deal.
  • Copper 360 (JSE: CPR) has confirmed that the circular for the capital raise will be released on Monday, 17 November. In the meantime, they’ve confirmed that the independent expert has opined that the debt conversion by related parties is fair to other shareholders. This opinion will of course be included in the circular.
  • Numeral (JSE: XII) is taking the necessary step of a share consolidation before they try raise up to R100 million. How close they get remains to be seen, as the raise will be only partially underwritten (around R34.5 million) by Boundryless, an existing shareholder in the company. A 10:1 consolidation will give them a better chance of raising at a sensible pricing range, as the stock currently trades at R0.02 and hence a raise at a discount would have to be at a 50% discount. The only number lower than R0.02 is R0.01! Such is life as a penny stock in every sense of the word.

South African M&A Analysis Q1 – Q3 2025

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As we hurtle toward the end of the year, the familiar rush is on to get deals over the line. It’s never an easy task, and 2025 has been no exception — with geopolitical and economic headwinds, both at home and abroad, weighing heavily on investors’ confidence and sentiment.

Looking back at the period Q1 – Q3 2025, deal activity has remained relatively consistent, showing a gradual improvement year on year, when compared with the same period in 2023 and 2024. This year’s aggregate deal value of R1,62 trillion is, however, heavily skewed by the Anglo American | Teck Resources merger, valued at R1,05 trillion (US$60 billion). Excluding this outlier, total deal value comes to R571,89 billion, up from R477,28 billion in 2024 and R344,24 billion in 2023.

Conversely, BEE deal activity continues to decline, with many of the latest announcements representing extensions of existing, often underwater, structures – symptomatic of the framework’s ongoing struggle to deliver its intended economic outcomes. It will be interesting to see whether, under the current GNU dispensation, ongoing conversations about alternative empowerment mechanisms gain meaningful traction.

Excluding the five failed transactions, 268 deals were recorded during the period, of which 40 were announced by companies with secondary inward listings on one of South Africa’s exchanges. The R50 million – R200 million value bracket once again accounted for the most deals. Sectorally, real estate continues to dominate deal flow, followed by resources and technology. South African-domiciled, exchange-listed companies were involved in 44 cross-border transactions, with Africa (13 deals), Europe and the UK (8) the most active destinations – again led by real estate and resources activity.

Companies also continued to return value to shareholders through repurchase programmes. During the first three quarters of 2025, companies repurchased R285,88 billion in shares – nearly double the comparable 2024 period – with Prosus leading the charge. The largest General Corporate Finance transaction during this time was the unbundling by Anglo American of its stake in Anglo American Platinum, valued at R96 billion.

Source: DealMakers Online

Private equity continues to consolidate its presence in the dealmaking landscape. Over the past few years, the industry has had to adapt to higher capital costs, more challenging exits, and the growing influence of AI. This has prompted a strategic pivot toward private credit, as firms diversify their offerings to provide flexible financing solutions in a high-interest environment.

DealMakers Q1 – Q3 2025 League Table – M&A activity by the top South African advisory firms (in relation to exchange-listed companies).

DealMakers Q1 – Q3 2025 League Table – General Corporate Finance activity by the top South African advisory firms (in relation to exchange-listed companies).

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

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As part of Cell C’s listing, Blu Label Unlimited has released further details on a proposed deal which will see a 30% stake in the telecom in the hands of BEE parties. The deal, which will be vendor-funded by subsidiary The Prepaid Company (TPC), will allocate up to c.68 million shares valued at R2,4 billion to the SPV known as Sisonke which will be owned by Fordside Enterprises, Sangrilor and Nubridge Capital. Sisonke will acquire a stake of between 5% and 20% of Cell C at the offer price which is set between R29.50 and R35.50 per share. The BEE parties will be subject to a lock-up of six years. For the first 12 months after the listing, which is set for 27 November 2025, no shares may be sold but for the remaining five years of lock-up 20% of their shareholdings may be sold but only to other BEE participants.

Supermarket Income REIT has completed £40,9 million in acquisitions across two transactions at an average net initial yield of 6.4%. The first, is the acquisition of Tesco omnichannel supermarket in Craigavon, Northern Ireland at a purchase price of £25,6 million. The second acquisition is that of a portfolio of 10 Sainsbury convenience stores at a purchase price of £15,3 million. The portfolio represents the company’s entry into convenience stores.

Tiger Brands has disposed of its 74.69% shareholding in Chocolaterie Confiserie Camerounaise (Chococam) to African-focused investment firm Minkama Capital and BGFIBank (BGFI), a financial services institution headquartered in Gabon. The deal is financed through a CFA46.676 billion syndicated loan arranged by BGFI.

Pembani Remgro (Remgro joint venture) has successfully exited its investment in South African company SolarSaver, a provider of customised rooftop solar photovoltaic solutions to corporate and industrial customers in Namibia and South Africa. New investment from Inspired Evolution’s Evolution III Fund, alongside global development finance intuition partners FMO, the Dutch Entrepreneurial Development Bank and Sweden’s Development Finance Institution Swedfund, will be used to accelerate the rollout of capex-free solar power solutions for businesses across SA, Namibia, Botswana and Zambia.

The ongoing talks between ArcelorMittal South Africa (AMSA) and the Industrial Development Corporation have been terminated. The deal which covered about R7 billion of loans and interest to AMSA was, according to reports, not considered sufficient by AMSA with the IDC not prepared to offer more.

In October 2021 Sibanye-Stillwater announced the proposed acquisition of
100% of both the Santa Rita nickel mine and the Serrote copper mine located in Brazil from affiliates of funds advised by Appian Capital Advisory. The deal was later terminated in January 2022 due to material and adverse conditions as a result of a geotechnical event. The parties have since been involved in a protracted legal dispute. A settlement agreement was announce this week with Sibanye paying US$215 million to Appian.

The RFG and Premier combined offer circular to RFG shareholders has been released. Shareholders will vote at the annual general meeting on 11 December 2025. If the scheme becomes unconditional, the trading of RFG shares will be suspended on 18 March 2026 with the delisting expected on 24 March 2026.

On 1 October 2025, the parties to the Barloworld transaction agreed to waive the Standby Offer Condition relating to the receipt of competition regulatory approval by COMESA. Shareholders had until 7 November 2025 to accept the offer. At close, NewCo had received valid acceptances of the Standby Offer in respect of 70.8% of shares in issue. This combined with the Consortium’s and Barloworld Foundation shares equates to 94.1% of the shares in issue. Upon completion of the Squeeze-Out, the shares will be suspended from trading on the JSE and A2X.

In an update on the offer to Curro shareholders by the Jannie Mouton Stigting, the deal has received unconditional approval from the Botswana Competition and Consumer Authorities. The transaction remains subject to the unconditional approval from the South African Competition Authorities.

The South African Reserve Bank (SARB) has taken a 50% equity shareholding in PayInc, an automated clearing house and payments infrastructure company previously known as BankservAfrica. The SARB joins Absa, Access Bank, African Bank, Capitec, Citibank SA, FirstRand, Investec, Nedbank and Standard Bank as direct shareholders, establishing PayInc as the National Payment Utility.

Norfund, the Norwegian Investment Fund for developing countries, has invested US$75 million in Mulilo Energy, a South African developer of renewable energy projects and Independent Power Producer. The minority stake investment will support Mulilo’s ongoing transformation into a tier-one Independent Power Producer, with a robust near-term pipeline of 5.5 GW expected to reach final close before the end of 2027.

Weekly corporate finance activity by SA exchange-listed companies

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According to Cell C’s prelisting statement, c.53.8% of the shares in the telecom have been offered to a select institutional investors. The offer which opened on Thursday 13 November will close on 21 November 2025. 173,4 million shares are being offered together with 9,52 million overallotment shares at a price of between R29.50 and R35.50 per share, giving the company a potential market capitalisation on the JSE of between R10 billion and R12 billion when it lists on 27 November 2025. The offer includes an allocation of up to 68 million shares valued at R2,4 billion to a BEE SPV (Sisonke) which will acquire a stake of between 5% and 20% in Cell C. The gross proceeds from the offer and the sale of the offer shares, are expected to be up to R6,5 billion. The proceeds raised will be allocated towards the settling of certain of The Prepaid Company’s (Blu Label Unlimited) interest-bearing borrowings and other debt obligations. The listing will provide Cell C with access to capital markets, to support and develop further growth of the company and to finance acquisitions and investments in businesses, technologies, services, products, software, intellectual property rights, spectrum and other assets.

Africa Bitcoin has acquired a further 0.6833 BTC for a cash consideration of R1,22 million. The group now hold 3,1949 BTC with an aggregate value of R5,81 million. The R4,05 million raised from the recent placement was used to fund the acquisition.

Delta Property Fund has disposed of its entire stake of 14,869,210 ordinary shares in Grit Real Estate Income Group at 5.45 pence per share for an aggregate sale consideration of £810,371.95. The shares were sold to Peresec Prime Brokers. The disposal is a category 2 transaction and does not require shareholder approval.

Marshall Monteagle has successfully raised US$10,7 million from shareholders via a renounceable Rights Offer. A total of 8,964,377 Rights Offer shares were offered at an issue price of $1.20/R21,35 per share in the ratio of one Rights Offer share for every four Marshall shares.

Copper 360 will on 17 November distribute the circular with details of its proposed claw-back and rights offer. The company aims to offer 280 million shares in its claw-back offer of R140 million and up to 520 million new shares at 50 cents per share raising R260 million in a rights offer. The company has obtained a fairness opinion form an independent expert confirming that the related party conversions are fair to shareholders. Results of the offer will be published on 8 December 2025.

Numeral is proposing to consolidate the company’s issued shares on a 10 to 1 basis, subject to shareholder approval. The company will then undertake a private placement of shares for cash to raise up to R100 million of which US$2 million (c.R34,5 million) will be partly underwritten by Boundryless, an existing shareholder which is owned c.$4,6 million by Numeral.

Southern Palladium will no longer seek shareholder approval to change the company’s name to Southern Platinum. The name change was proposed to reflect the diversity of the metal resources within the company’s project portfolio. However, following feedback from major shareholders the Board has decided to retain the current name.

Premier intends to commence with a general share repurchase programme in terms of the general authority granted to it by shareholders. The rationale for the share repurchase is to ensure that the Group’s capital structure remains efficiently structured, before any effects of the RFG transaction. Shares will be repurchased at a price of up to R154 per share, being the reference price in the RFG transaction.

Woolworths has repurchased 6,9 million shares at an average price per share of R51.22 for an aggregate R353,4 million since the repurchase programme commenced in September 2025.

In October 2024, Anheuser-Busch InBev announced a US$2 billion share buy-back programme to be executed within the next 12 months which will result in the repurchase of c.31,7 million shares. The shares acquired will be kept as treasury shares to fulfil future share delivery commitments under the group’s stock ownership plans. During the period 3 to 7 November 2025, the group repurchased 1,150,019 shares for €62,01 million.

On 19 February 2025, Glencore announced the commencement of a new US$1 billion share buyback programme, with the intended completion by the time of the Group’s interim results announcement in August 2025. This week the company repurchased 6,400,000 shares at an average price per share of £3.58 for an aggregate £22,9 million.

South32 continued with its US$200 million repurchase programme announced in August 2024. The shares will be repurchased over the period 12 September 2025 to 11 September 2026. This week 375,391 shares were repurchased for an aggregate cost of A$1,22 million.

The purpose of Bytes Technology’s share repurchase programme, of up to a maximum aggregate consideration of £25 million, is to reduce Bytes’ share capital. This week 547,300 shares were repurchased at an average price per share of £3.60 for an aggregate £1,97 million.

In May 2025, British American Tobacco extended its share buyback programme by a further £200 million, taking the total amount to be repurchased by 31 December 2025 to £1,1 billion. The extended programme is being funded using the net proceeds of the block trade of shares in ITC to institutional investors. This week the company repurchased a further 550,000 shares at an average price of £41.93 per share for an aggregate £23,06 million.

During the period 3 to 7 November 2025, Prosus repurchased a further 902,724 Prosus shares for an aggregate €54,09 million and Naspers, a further 390,090 Naspers shares for a total consideration of R480,68 million.

Three companies issued a profit warning this week: Goldrush, RFG and RMH.

Two company issued or withdrew a cautionary notice: Hulamin and Copper 360.

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

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The Fund for Export Development in Africa, the development equity impact investment arm of African Export-Import Bank (Afreximbank), announced a US$300 million strategic investment in the Africa Minerals and Metals Processing Platform (A2MP). A2MP, head-quartered in Dubai, has evolved into a diversified pan-African platform focused on mining and processing. The platform aims to unlock and scale minerals and metals value chains sustainably across the continent. The platform currently operates a pipeline of twelve mineral assets and four processing hubs, with a diversified portfolio spanning nine countries on the continent.

Nigerian Y Combinator-backed fintech, Moni, has rebranded as Rank, while also announcing two acquisitions. The company has rebranded to reflect its wider focus, with the aim of providing a broader range of services to its customers. It has also acquired AjoMoney, a leading provider of group savings solutions, and Zazzau MFB, a licensed microfinance bank that provides services such as savings, deposits and small business loans. Financial terms of the deals were not disclosed.

Tiger Brands is disposing of its majority stake in its Cameroonian subsidiary, Chococam, as part of a broader strategy to simplify its operations and focus on its core business. The company has signed a sale and purchase agreement with Minkama Capital Ltd. and anticipates the deal to be finalised in the second half of fiscal year 2026, pending regulatory approval.

Nairobi-based Afri Fund Capital has announced the signing of a debenture agreement with Cummins C&G Limited, to support the development of 3,000MW of energy capacity under the LAPSSET Corridor Programme. The agreement establishes a collaborative framework to deliver reliable, scalable, and sustainable energy infrastructure across key project sites, beginning with Lamu.

Sahara Impact Ventures has announced an undisclosed investment in Wahu Mobility, an e-mobility company headquartered in Ghana. Through this investment, Wahu will scale its operations, expand existing assembly capacity, and empower more riders, especially women to lead Africa’s clean-mobility revolution.

Zid, a Saudi-born commerce enablement platform, has entered Egypt through a strategic partnership that includes the acquisition of Zammit for an undisclosed sum. Under the agreement, Zammit will take full operational control of Zid Egypt, spanning domestic sales, merchant acquisition, technical support, and market expansion. Zid’s infrastructure and products will be transferred for formal adoption in Egypt across Zammit’s client base.

Groupe Holged, a private education group in Morocco, has acquired École La Prairie, a well-established private school located in central Casablanca. Financial terms were not disclosed.

African Export-import Bank (Afreximbank) has extended a US$36,4 million contract financing facility to Egypt’s SAMCO-National Construction Company (SAMCO) for the construction of the Akii Bua Olympic Stadium in Uganda. The Akii Bua Olympic Stadium, located in Lira, Uganda, is expected to host some of the 2027 Africa Cup of Nations (AFCON) games which Uganda is co-hosting with its East African neighbours Kenya and Tanzania in a joint bid. The facility, granted under Afreximbank’s Engineering, Procurement and Construction (EPC) programme, which supports African EPC companies to bid for large-scale contracts in African countries, is expected to be used to finance and support SAMCO in the design, construction and development of the stadium project and in the acquisition of essential components required for the successful execution of the project.

The Presco Plc Rights Issue of 166,666,667 ordinary shares at ₦1,420 per share, opened 12 November. The offer allows existing shareholders to purchase 1 new share for every 6 shares already held. Presco specialises in the cultivation of oil palm and in the extraction, refining and fractionation of crude palm oil into finished products. The proceeds will be used for industrial expansion and for completing the acquisition of several greenfield and brownfield projects.

South Africa’s equity capital markets – in terminal decline or turning a corner?

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For even the most casual of observers, it would be easy to believe that the South African equity capital markets are in a state of gradual and irreversible decline.

We have all seen headlines lamenting the seemingly inexorable wave of delistings (and the corresponding lack of new listings to fill the void), denouncing the penal costs of getting and then staying listed, and bemoaning the endless red tape that stymies corporate action within the listed environment.

While these headlines may be somewhat sensationalist by design, the claims are not completely lacking in substance. For example, since the end of 2018, Johannesburg Stock Exchange (JSE) data confirms that the number of companies listed on the Main Board of the JSE has reduced by almost a quarter, falling from 326 to 250, with blue chip names such as Imperial Logistics, Liberty, Massmart, Medi-Clinic and Distell among those that have departed.

Offsetting these debits, the credit column contains only two initial public offerings (IPOs) that have raised R1bn or more in that period – Premier Group and Boxer. And while markets such as the UK and US saw a wave of proactive, ‘safety first’ capital raisings in the midst of the COVID pandemic to insulate balance sheets against the unknown, many companies on the JSE sat tight, in no small part due to the fact that they would have needed to go through the lengthy process of seeking shareholder approval before being able to raise capital.

The net result is that since the beginning of 2018, we have had six of the seven quietest years of equity issuance in the last twenty years.

While the above does indeed paint a gloomy picture and lend support to the claims of a failing equity market, context is everything. The lack of capital raising activity, whether via IPO or follow-on activity, is far less of a surprise when assessed against the backdrop of the tepid economic growth that has characterised this period.

This can largely be attributed to various factors including, but not limited to, the slow pace of government reform, increased sovereign indebtedness, political instability, geopolitics, and signs that globalisation is being eschewed for more nationalistic foreign and economic policies.

It is this backdrop and the uncertain outlook it has created that has given listed corporates every encouragement to become more inwardly focused, driving efficiencies and cutting costs as a means of increasing net earnings, and deferring big capital expenditure projects (whether organic or inorganic) for as long as the returns profile of such initiatives remains difficult to forecast.

Similarly, it has given those unlisted companies who have the luxury of choice, good reason to shelve their IPO plans until they can show a stronger track record of growth and achieve a more attractive valuation upon listing.

To illustrate the impact this has had on South Africa’s equity capital markets, one only needs to look at how much growth capital has been raised on the JSE since 2018. According to Dealogic data, only six companies outside the real estate sector have raised R1bn or more to fund growth, and capital raised across all sectors for this purpose accounts for less than 20% of total issuance volumes for the period.

This suggests that the dearth of activity is as much a function of absent supply as it is a failing marketplace, and an analysis of the market’s response to the deal flow that has taken place of late appears to corroborate this conclusion.

In the last 12 months, we have seen four deals that have raised over R8bn – a notable pick-up in large cap issuance activity relative to the prior 60 months – and each of these transactions has generated healthy levels of oversubscription and delivered attractive pricing for the selling shareholders.

Perhaps most notable amongst those four transactions is the most recent – September’s R44bn placement of Anglo American’s residual 19.9% stake in Valterra Platinum – a deal on which Standard Bank acted as Joint Global Coordinator.

Despite being the largest ECM transaction ever executed on the JSE, it achieved substantial oversubscription, with orders exceeding R250bn generated during the two hours that the deal was live. The facts that the demand originated from over 150 individual investors from South Africa, the UK, the US and Continental Europe, and that the deal priced at a mere 0.5% discount to the 3-day pre-launch volume weighted average price (VWAP) both illustrate that institutional investors sit on bountiful liquidity, and that their appetite for (and willingness to pay for) high quality South African equity stories is nothing short of robust.

So wherein lies the truth? The fact is that equity markets are cyclical and, by extension, so are equity issuance volumes. While the most recent cyclical downturn has tested the patience of even the most hardened of ECM bankers, it remains just that: a downturn from which activity will recover.

With the market taking confidence from the incrementally improving political and economic backdrop at home, and adjusting to the seemingly new norm of a global backdrop characterised by ongoing geopolitical uncertainty and nationalistic policy, there are signs that confidence is slowly returning. With an IPO pipeline that appears busier than at any time since the advent of the COVID pandemic, and with selling shareholders having reminded C-suites across the country that the market is open and operating efficiently, there are signs that we may be coming to the end of this latest cyclical downturn, and able to look forward to a sustained recovery into 2026 and beyond.

Richard Stout is Head of Equity Capital Markets, South Africa & Sub-Saharan Africa | Standard Bank CIB

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

Where investable returns still live in South African solar

The investment landscape for South African solar has evolved dramatically over the past decade, necessitating a relook at where returns are possible for investors.

Tariff compression, grid congestion and policy changes have shifted the centre of gravity away from price and toward execution, requiring investors to navigate transmission queues and increasingly complex offtake structures. However, with installed capacity expected to reach 12.2 gigawatts (GW) by 2030, expanding at a compound annual growth rate (CAGR) of 10.6%10 from 2025, the market remains an appealing investment prospect for those who can cut through the noise.

In the early 2010s, the path to returns was more straightforward. Early Renewable Energy Independent Power Producer Procurement Programme (REIPPPP) rounds offered government-backed power purchase agreements (PPAs) at predictable tariffs through transparent auction processes, a structure robust enough to draw international capital. When Eskom stalled on signing Round 4 agreements in 2016, it exposed the vulnerability of the single-buyer model. Subsequent rounds became increasingly competitive, driving bid prices down from roughly R1,170 per megawatt-hour (MWh)2 in Round 3 to between R420 and R490 per MWh1 by Round 7. Margins tightened, and success began to favour players with strong balance sheets and proven execution track records.

Policy liberalisation then opened the door to private and industrial offtake models, introducing flexibility, but also greater investment complexity. Diverse business models emerged, along with structural market shifts. Grid constraints, market liberalisation, curtailment risk, storage economics, and the rise of distributed generation are redefining the investment logic of the sector. Add policy developments to that mix, and investors have their hands full trying to find their next investment.

1.Grid constraints determine growth
Transmission bottlenecks determine which projects proceed, with connection queues, substation upgrades and node-specific constraints gating development. In Round 7, despite over 10.2GW of bids submitted3, only projects with credible grid access advanced, and the Minister of Electricity and Energy stated explicitly that the grid has become a binding concern.

Eskom’s transmission approval process averages 24 months for connection studies4, while its historical build rate of approximately 300 kilometres (km) of transmission lines per year5 falls short of the 2,500 km required annually to meet system needs9. The National Transmission Company of South Africa was established as a separate subsidiary with a R112bn capital plan over five years6, and a mandate to integrate about 56 GW of new capacity between 2025 and 2034. That requires roughly 14,500 km of new lines and 210 transformers6, representing a fivefold increase over the previous decade.

Execution risk remains material, but projects with early queue positions, credible substation upgrade plans, and the balance sheet to post guarantees have measurable advantage. Grid access has become a source of competitive differentiation.

2.Liberalisation opens the market to opportunities and complexity
The removal of generation caps and the emergence of a wholesale market are changing contracting and trading dynamics, particularly in the Commercial and Industrial (C&I) segment, where monthly or pay-as-consumed structures are gaining ground. These models expand access and stimulate innovation in trading and retail, but they also shift risk allocation, and require more sophisticated diligence.

Eskom’s contested trading positions and evolving relationship with private generators add friction. While some curtailment protocols have been clarified, the interplay between transmission control, market participation and regulatory oversight creates ongoing complexity that investors must navigate carefully.
Returns now accrue to platforms that can manage contracting risk, shape exposure operationally, and build portfolios across multiple offtake models.

3.Daytime oversupply compresses tariffs and elevates storage
Rapid PV buildout has depressed midday prices in several regions, and curtailment (forced output reduction to protect grid stability) is being used to manage scarce transmission capacity. Revenue depends on shaping output to match demand curves and grid availability, not just contracted MWh pricing. REIPPPP Round 7 introduced a 10% curtailment cap4, replacing uncapped rights from earlier rounds, which creates bounded but material revenue risk that must be priced accurately.

Subsequently, batteries have become increasingly important. At grid scale, they stabilise supply and allow producers to dispatch when prices are higher, while in C&I installations, they mitigate curtailment exposure, optimise time-of-use tariffs, and provide backup during outages. Battery Energy Storage Round two showed 35% price compression versus Round 11, signalling both improving economics and rising competition.

Conservative models should assume realistic depth-of-discharge parameters, and account for augmentation typically required at year 8 to 10. Investors need to interrogate cycling regimes, degradation assumptions, augmentation plans, warranty coverage, and replacement cost pathways, because projects that treat storage as an afterthought carry downside risk.

4.Distributed generation remains a growth outlet
Behind-the-meter solar expanded rapidly, with installed private capacity climbing from roughly 2.26GW in 2022 to about 7.3GW in 20247, a 220% increase over just two years.

Momentum slowed in 2024 as load-shedding eased and regulatory clarity lagged, with new project volumes down 60 to 80% year-on-year8.

Despite this slowdown, distributed generation remains compelling for equity because project cycles are short, exposure to Eskom’s grid congestion is limited, and customers value the resilience premium that reliable onsite power provides. Individual assets generate modest returns, but portfolio speed and efficient origination can deliver strong risk-adjusted outcomes.

Municipal feed-in tariffs, now active in roughly 80 to 100 of South Africa’s 257 municipalities8, allow surplus electricity to be sold back into the grid, creating an additional revenue stream that shortens payback periods and stabilises cash flow. Municipalities that formalise and standardise these tariffs represent the next frontier for scalable distributed portfolios.

Supply and demand trends are not the only market forces at play here: investors must also take notice of the latest policy changes, which promise to impact the market even further.

Private transmission opening:
Government has introduced Independent Transmission Projects to allow private participation in grid expansion. Seven pilot schemes, covering about 1,164 km in the Northern Cape, North West and Gauteng are planned, with pre-qualification expected by July 20259. If successful, this model could unlock stalled nodes and ease grid congestion; if not, grid scarcity will continue to limit new project growth.

Market design and regulatory reform:
The Renewable Energy Masterplan is beginning to give South Africa’s power sector a clearer industrial and infrastructure direction. Efforts to formalise private participation and develop a wholesale electricity market could improve liquidity and project bankability over time. However, overlapping mandates and regulatory disputes show that reform remains uneven. Investors should structure deals to remain profitable under current rules, but flexible enough to benefit as reforms mature.

Municipal frameworks for distributed generation:
Local regulation will be decisive for the growth of commercial and residential solar models, such as solar-as-a-service and rent-to-own. Standardised tariffs, streamlined approval processes, and stable wheeling frameworks are essential to attract private capital. While regulation is still fragmented, a growing number of municipalities are setting early examples of how coherent local policy can drive replicable and bankable investment opportunities.

Returns no longer flow from favourable tariffs or cheap capital. They now accumulate to platforms that have developed three specific capabilities: (1) securing early grid queue positions and maintaining relationships with Eskom and NTCSA to navigate transmission approvals, (2) managing battery dispatch optimisation and degradation across asset lifecycles, rather than treating storage as passive equipment, and (3) structuring portfolios across multiple offtake models while maintaining construction discipline when grid capacity constrains.

Most developers lack one or more of these capabilities. Grid queues are long because projects enter without credible substation upgrade plans or balance sheets to fund connection guarantees. Storage is being added to meet bankability requirements, but without in-house expertise to optimise dispatch strategies or manage augmentation economics. This capability gap creates genuine selection opportunity in what appears to be a crowded market.

For investors, this means evolving the diligence process. The critical questions become:

  • Does the target have existing queue positions at substations with identified upgrade pathways?
  • Have they successfully connected projects to constrained nodes before?
  • Do they have in-house storage expertise to optimise dispatch and manage degradation proactively?
  • Can they demonstrate discipline to slow deployment when grid capacity constrains?

Portfolio construction should favour concentrated positions in platforms with proven execution capability over diversified exposure across earlier-stage developers. Execution capability is now the dominant success factor, and it’s not evenly distributed.

South African solar is still investable, but it has become more selective. Returns are concentrated in platforms that can manage grid access, integrate storage effectively, and navigate contracting complexity.

The investors who will outperform are those who recognise that complexity creates advantage for platforms with genuine capability. Strong returns remain, but they belong to investors who can distinguish platforms that execute from those that merely promise to do so. That distinction requires rigorous operational diligence, and making that investment in due diligence capability creates an edge.

Willem Rautenbach is Vice-President and Lushano Le Roux is an Associate | Singular Advisory Africa

This article first appeared in Catalyst, DealMakers’ quarterly private equity publication.

1. Solar Wins South Africa’s REIPPPP 7 Renewable Energy Auction, TaiyangNews

(https://taiyangnews.info/markets/south-africaannounces-preferred-bidders-reipppp-7)
2. 2023 Large-Scale Renewable Energy Market Intelligence Report, GreenCape

(https://greencape.co.za/wpcontent/uploads/2023/04/RENEWABLE_ENERGY_MIR_2023_DIGITAL_SINGLES.pdf?utm_source)
3. REIPPPP: Grid challenges in SA limit rollout of new energy projects, ESI Africa

(https://www.esi-africa.com/renewableenergy/reipppp-grid-challenges-in-sa-limit-rollout-of-new-energy-projects/)
4. Eskom clarifies the issue of “curtailment” for IPPs, CDH
(https://www.cliffedekkerhofmeyr.com/news/publications/2024/Practice/Corporate/corporate-commercial-alert-20-march-eskomclarifies- the-issue-of-curtailment-for-ipps)
5. Eskom needs the private sector to help with its R200 billion load shedding problem, BusinessTech
(https://businesstech.co.za/news/energy/768586/eskom-needs-the-private-sector-to-help-with-its-r200-billion-load-sheddingproblem/#:~: text=Eskom%20Chairperson%20Mteto%20Nyati%20said,service%20from%20the%20inside%20out.)
6. NTCSA targets ‘five-fold’ infrastructure delivery expansion over next decade, Energize

(https://www.energize.co.za/article/ntcsatargets-five-fold-infrastructure-delivery-expansion-over-next-decade)
7. Rooftop solar, now at 7 300MW, overtakes all Eskom’s IPP capacity, Moneyweb

(https://www.moneyweb.co.za/news/southafrica/rooftop-solar-now-at-7-300mw-overtakes-all-eskoms-ipp-capacity/)
8. Rooftop solar expected to rebound in 2025, Energize

(https://www.energize.co.za/article/rooftop-solar-expected-to-rebound-in-2025)
9. South Africa Takes a Decisive Step Towards Private Investment in Power Grid Expansion, Africa Digest News
(https://africaenergynews.co.ke/south-africa-takes-a-decisive-step-towards-private-investment-in-power-grid-expansion/amp/)
10. Solar Energy in South Africa Market Size & Share Analysis – Growth Trends & Forecasts (2025 – 2030)
(https://www.mordorintelligence.com/industry-reports/south-africa-solar-energy-market)

Ghost Bites (Bidcorp | Dipula Properties | Emira Property Fund | Gold Fields | Harmony Gold | PBT Holdings | Purple Group | RFG Holdings | RMB Holdings | Stefanutti Stocks | Woolworths)

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Bidcorp has increased margins in a relatively subdued environment (JSE: BID)

This is one of the best examples of a South African company achieving global success

The JSE is littered with the broken hearts and dreams of corporates who rolled the dice on international acquisitions and destroyed shareholder value in the process. But Bidcorp stands head and shoulders above the crowd, with a track record of organic and inorganic growth on the global stage. They even manage to make money in that most treacherous market of all: Australia! If you want to see a great example of a South African company finding success abroad, Bidcorp is a good place to look.

The company has given an update for the four months to October 2025. Revenue growth was 8% and trading profit growth was 8.6%, so they’ve managed to improve margins despite a difficult global operating environment. HEPS is up by 7.2% for the four months. The margin performance is made all the more impressive by a tricky inflation environment in which operating costs (like labour) are more inflationary than food prices.

Importantly, acquisitions contributed 1.4% growth in net revenue and product inflation was 2.0%. Like-for-like real organic growth (which I think is their way of saying “volumes”) was up 4%. The combination of bolt-on acquisitions and organic growth is a core feature of Bidcorp’s model, with four acquisitions year-to-date.

The constant currency numbers aren’t quite as good as the rand results noted above. The group has a mix of international businesses and they don’t operate in the US, so the rand strength against the US dollar actually doesn’t apply here. Instead, the rand’s relative weakness against a basket of other currencies has boosted the numbers.

If we look at the regional performance, Australasia grew trading profit slightly thanks to sales growth of 5%, with better momentum in margins towards the end of the period. In Europe, sales were up 9% in constant currency, but the company hasn’t indicated how margins behaved. The UK was up 5% in constant currency and trading profit growth was more than 8%, so they are doing well there in a market that has lost some of its shine. The emerging markets business has delivered year-to-date sales and trading profit growth of 7% in constant currencies.


Dipula Properties boosted by its retail portfolio (JSE: DIB)

A drop in funding costs also helped greatly

Dipula Properties released results for the year ended August. They grew net property income by 3% and distributable earnings per share by 5%. The net asset value (NAV) per share increased by 7.5%. Overall, that’s a decent set of numbers that has rewarded shareholders looking for growth in excess of inflation.

The dip in interest rates was particularly helpful here, with a 20 basis points reduction in the weighted average cost of debt for the group. This is why distributable earnings per share growth was higher than underlying property income growth.

From a NAV perspective, it was the retail portfolio that did the heavy lifting with a 10.1% uplift on a like-for-like basis. It contributes just over two-thirds of the portfolio at Dipula. Office dipped by 0.7% despite the discount rate actually dropping, so things are still tough in that part of the market. Dipula’s recent acquisition strategy reflects a strong bias for retail assets (as it should), as well as industrial plays.

The loan-to-value ratio improved from 35.7% to 34.9% over the past year. This doesn’t take into account the R559 million in equity raised in early September.

The fund has guided distributable earnings growth of 7% in 2026. Given the capital raising and acquisitive activity, one must be careful in assuming that the per-share increase will be similar.


Emira Property’s growth was hampered by the US exposure (JSE: EMI)

But at least they are in the green

Emira Property Fund released results for the six months to September. They aren’t great compared to most other property funds, with distributable income per share up by only 1.2%. The dividend per share has increased by 3.2%. Things are growing, but not by much. The NAV per share was only up by 1.4%, in line with the rather tepid performance seen in the other important numbers.

Emira is a rare breed on the JSE, as the fund includes material exposure to the US market (14% of the portfolio). Poland comprises 23% and the remaining 63% is in South Africa. Normally, the US exposure would be a lovely rand hedge. In recent times though, the rand has strengthened against the US dollar. When you combine this with the disposal of certain assets in the US, you end up with a significant decrease in earnings from that investment.

An interesting insight from the segmental view is that office vacancies improved to 8% from 8.4%. Although there is still oversupply in the market, Emira’s P- and A-grade portfolio is the best kind of office portfolio. The lower grade stuff in the market has been horrific.

As a reminder, Emira acquired shares in SA Corporate Real Estate (JSE: SAC) during and after the reporting period. They currently have an interest of 8.7% in the fund.


Gold Fields estimates operating cash flow of $20 billion over the next 5 years (JSE: GFI)

Sustaining capital and the base dividend will be similar in size

Gold Fields held a capital markets day on Wednesday. The presentation goes into much detail on the journey taken by the company over the years and what the mines look like today.

It also includes their base case financial plan for the next 5 years. This obviously depends greatly on gold prices, so you can’t treat this as much more than a best guess. The useful thing about it is it shows how the group is thinking about capital allocation:

As you can see, they are forecasting roughly $20 billion in cumulative operating cash flow from 2026 to 2030. They need to spend over $5 billion on sustaining capital, with the plan being to pay a fairly similar amount in base dividends. This leaves them with roughly half of the starting amount for use in capital projects and whatever else comes up along the way, like acquisitions or perhaps share buybacks and special dividends.

The thing with forecasts is that the numbers will almost certainly be wrong, but the underlying direction of travel and thinking along the way won’t be far off.


The gold price is doing all the work at Harmony Gold (JSE: HAR)

For various reasons, production is lower at exactly the wrong time

With the gold price shining brightly at the moment, gold miners are being measured on their ability to maximise production to respond to the opportunity. Some are doing precisely that, while others are suffering a drop in production based on various factors.

Harmony Gold finds itself in the latter category, with group production down by 8% for the first quarter of the financial year. This might be “planned” and “guided” but it’s still irritating for shareholders, as it means that the 34% increase in the average gold price translated into an increase in revenue of only 20%. The production pressure means that all-in sustaining costs (AISC) per kilogram increased by 15%. Cash operating costs per kilogram were up 14%. The profit performance clearly isn’t anywhere near as juicy as numbers we’ve seen elsewhere in the sector, like at AngloGold Ashanti (JSE: ANG) in the past week.

At a time when gold is doing so well, Harmony is allocating capital into copper as a source of diversification. The acquisition of MAC Copper was concluded in October.

Harmony has done well when viewed in isolation, but has severely underperformed its peers this year:


Growth – finally! – at PBT Holdings (JSE: PBT)

Is the painful sideways journey behind them?

PBT Group, at its core, is a management consulting company that experienced rapid growth during the pandemic. Companies needed help with their digital journeys and their data strategies, creating an excellent opportunity for this company (and global names like Accenture) to bulk up their teams and respond to demand.

But in the aftermath of the pandemic, it’s been hard to grow off that base. PBT has a solid market positioning in South Africa and an appealing spread of clients, so they were at least able to consolidate and navigate a sideways period.

It’s great to see that growth is back, albeit only modestly at revenue level (up by between 3% and 4% for the six months to September 2025). But here’s the kicker: the group has taken the necessary steps to become more efficient, driving an increase in HEPS of between 20% and 23.5%! Normalised HEPS is more modest at a range of 13.1% to 16.0%, but that’s still better than I think anyone was expecting.

Cash from operations is up by between 6.6% and 9.5%, so that will be worth digging into when full results become available on 28 November.


Purple Group is loving every minute of the J-curve (JSE: PPE)

I remain very happily long here

It’s always lovely seeing a platform business flourish up the J-curve. It’s like watching a flower blossom in the garden after putting work into the soil and remembering to water it. Purple Group is doing more than just blossom, with results for the year ended August reflecting revenue growth of 21.5% and HEPS growth of a whopping 143.3%!

This is the thing in a business like this: once all the infrastructure has been laid down, the incremental growth is highly profitable.

Importantly, the group continues to enjoy various growth flywheels. The number of active clients was up 15.7%, yet retail inflows increased by 48.2% as the group enjoyed the benefit of a client base built up over many years. The introduction of a recurring revenue model in the aftermath of the pandemic has also done wonders for the economics of the business.

I think this chart does a solid job of showing the growth not just in the core EasyEquities Retail business, but also the revenue streams that have been layered on top:

With an excellent foundation having been built in EasyEquities and the associated businesses, the future is all about how to take more financial products to that client base. There are so many options here, ranging from mortgages to crypto. There’s also the opportunity to take users up the curve in terms of sophistication and trade activity, with EasyTrader appealing to those who are looking for more than just the basic buy-and-hold platform.

The momentum in the business looks very strong, with record deposits in October. The share price might reflect a P/E multiple of 51.6x, but that could unwind quickly if they keep growing profits at this rate. My view is that there’s more than enough to believe in here, so I think the share price was justified in doubling year-to-date.


RFG Holdings suffers an earnings drop (JSE: RFG)

This comes after excellent numbers were released by Premier (JSE: PMR), the potential acquirer of the group

RFG Holdings has released a trading statement for the year ended September that shows just how much volatility they are having to deal with across their business. It makes for fascinating reading in the same week that Premier released such solid numbers. I’m still not sure why Premier wants to make its business riskier by taking on more discretionary categories like the ones you’ll find at RFG Holdings.

The food sector has many global examples of mergers and deals that should never have happened. In fact, Tiger Brands (JSE: TBS) is doing well at the moment because they are essentially unscrambling the egg by selling off things they should never have owned!

Anyway, we move on to the earnings guidance at RFG Holdings for the year. They expect HEPS to be between 8% and 13% lower, so that’s a disappointing outcome. The first negative factor is weakness in canned meat volumes, driven by inflationary pressures on the cost of the products and constrained demand. The second factor is lower demand in the international segment thanks to a global oversupply of deciduous fruit products and thus a dip in gross margins. And once you add in the effect of a stronger rand, the global numbers look even worse.

Like I said when I wrote about Premier earlier in the week, it feels like RFG Holdings is a structurally riskier business that will have more volatile earnings and thus a lower valuation multiple applied to those earnings. As the share price showed, Premier was doing far better than RFG before news of the deal sent the RFG share price much higher:


RMB Holdings has impaired the stake in Atterbury (JSE: RMH)

Like all impairments, this is related to the recoverable amount of the investment

RMB Holdings is one of several examples of a value unlock strategy being followed by a JSE-listed investment holding company. The thesis is usually along these lines: sell off all the assets in the group and return the capital to shareholders. The market usually responds like this: “Great, but until we see those assets turn into cash, you’re trading at a fat discount to net asset value (NAV) per share.”

And in practice, what tends to happen is that the easy assets get sold first and there’s good progress in returning capital to shareholders. But when it gets to the long tail of assets that are either poor performers or difficult to sell for some reason, then the wheels fall off.

At RMB Holdings, their stake in Atterbury is a difficult thing to sell based on its size and the shape of that shareholder register. It seems that this reality has found its way onto the balance sheet, with an impairment to the stake leading to an expected drop in the NAV for the year ended September 2025 of between 20% and 36%. This actually ties in with the typical marketability discounts that we’ve seen when investment holding companies are taken private.

The NAV range is 42.3 cents to 52.7 cents. The share price was trading at 45 cents before the announcement and subsequently fell to 40 cents.


Stefanutti Stocks flags a juicy jump in earnings (JSE: SSK)

The construction group has made a lot of progress

Stefanutti Stocks has had quite the journey in recent years. Just take a look at this share price chart:

When looking at the trading statement for the six months to August, you need to keep in mind that SS-Construções (Moçambique) Limitada and Stefanutti Stocks
Construction Limited are held for sale. This means that there’s a big difference between earnings from total operations and earnings from continuing operations.

Continuing operations are what count. As the name suggests, these are the operations that shareholders are left with once the other deals close. HEPS from continuing operations will increase by between 45% and 65%. In case you’re wondering though, HEPS from total operations is up by between 150% and 170%.

Detailed results are expected to be made available on 25 November.


Woolworths paints a much better picture for their South African business (JSE: WHL)

Australia is still cause for concern

The apparel sector in South Africa just keeps dishing up fascinating announcements. The latest example is from Woolworths, a group that has a special place deep in the hearts of high income South African households – well, that’s true for the Woolworths Food business at least.

Fashion, Beauty and Home (FBH) has had a much tougher time of things, with only a few bright spots in areas like beauty. But for the first time in a long time, the performances across Food and FBH are of similar quality. I’m afraid that this makes things even worse for sentiment towards sector laggards Truworths (JSE: TRU) and The Foschini Group (JSE: TFG).

The Woolies update covers the 19 weeks to 9 November. As you compare it to other recent updates, just be aware of differences in trading periods and thus base periods as well.

Woolworths South Africa achieved sales growth of 7.4% for the period, with Food up 7.7% and FBH up 6.2%. If we look at comparable store growth, Food was up 6.0% and FBH managed 6.6%. The reason why FBH’s comparable store growth is higher than total growth is because they’ve been reducing trading space as part of becoming a more focused and stronger business.

Price movement at Woolworths Food was 4.8%, so even the organic what-whats that they sell aren’t experiencing runaway prices at the moment. Customers are also enjoying the convenience of Woolies Dash, with sales up 24.2%. Online is now 7.3% of SA Food sales.

At FBH, price movement was 3.3%. This means they achieved growth in volumes in the business, including in fashion where the trouble has been. The fashion business is still not the growth engine, as that recognition must go to beauty (up 9.6%) and home (up 13.8%). In case you’re wondering, online sales contribute 6% of FBH sales.

Sales were supported by a cautious approach to credit, with the Woolworths Financial Services book up 1.5% on an adjusted basis. The impairment rate is described as being sector leading, so that speaks to the caution as well.

We now reach the ongoing headache: Country Road Group. There’s a note around a “gradual improvement” in that market, with sales up 3.3% overall and 3.9% on a comparable store basis. They talk about net trading space being similar, so I’m not sure what is driving the significant difference between those two growth percentages. My worry is that they talk about the sector being “challenging” and “promotionally driven” – this speaks to pressure on margins and thus profitability.

The market liked it, with the share price closing 8.7% higher in response to the announcement.


Nibbles:

  • Director dealings:
    • A prescribed officer of ADvTECH (JSE: ADH) sold shares worth R1.2 million.
    • An associate of the CEO of Grand Parade Investments (JSE: GPI) bought shares worth R115k.
  • Tharisa (JSE: THA) has signed a new debt facility with Absa and Standard Bank that will help support its transition to underground mining. This is a four-year loan of $80 million (with an accordion of $20 million – just a fancy way of saying that there’s scope to increase it), as well as a revolving facility of $50 million (best thought of like an access bond for your house). The group also confirmed that the net cash position as at September 2025 was $68.6 million.
  • When you see unusual names pop up on a shareholder register with a holding of 5%, 10% or more (as increments of 5% must be announced), sometimes it’s something and sometimes it’s nothing. At Sephaku Holdings (JSE: SEP), they announced that David Fraser and concert parties now hold 10.02% in the company. If I Google the name, the top result is for the chairman of Peregrine Capital. I cannot be 100% sure if it’s the same David Fraser, but it seems very likely.
  • Universal Partners (JSE: UPL) released results for the quarter ended September 2025. Their NAV per share fell by 8.6% over 12 months. It was ever so slightly down over the past 3 months. There’s practically no liquidity in the stock, so I’m not going into details here. If you do fancy reading about one of the most diversified (and random) portfolios around – from dentistry roll-ups to credit lending – then go check them out.
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