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Adolescence: why do some things go viral?

There’s a temptation to treat virality like a shot in the dark. But virality isn’t an accident – it’s chemistry. And when it works, it works for a reason: a potent mix of psychology, social contagion, and cultural timing.

Take Adolescence, for example. On paper, it’s a gritty British crime drama about a 13-year-old boy accused of murder. Not exactly easy Friday-night viewing. But since its release on Netflix in mid-March, the series has exploded, clocking nearly 97 million views in three weeks, breaking into Netflix’s all-time top 10, and earning a rare 99% approval rating on Rotten Tomatoes. Critics have praised everything from its haunting cinematography to the rawness of its performances. As for the viewers, well, they just can’t seem to stop talking (or posting on social media) about it.

Not everyone is destined

Defending Jacob is a psychological crime drama miniseries from Apple TV+, based on the 2012 novel by William Landay. It follows Andy Barber (played by Chris Evans – yes, Captain America himself), an assistant district attorney whose life falls apart when his 14-year-old son, Jacob, is accused of murdering a classmate. As the investigation unfolds, the Barbers are forced to confront their darkest fears, hidden family secrets, and the possibility that their child might be capable of terrible things. It’s a slow-burn drama that explores guilt, loyalty, and how far a parent will go to protect their child, even when the truth gets murky.

Now doesn’t that just sound eerily similar to the plotline of Adolescence?

Both series delve into the harrowing narrative of a teenager accused of murder, unraveling the profound impact on their families and communities. Yet, their journeys in the streaming landscape have been markedly different. Defending Jacob, which premiered on Apple TV+ in April 2020, received moderate attention. While it featured prominent actors like Chris Evans and Michelle Dockery and was based on a bestselling novel, it didn’t achieve the same viral momentum. Specific viewership data is scarce, but it didn’t make a significant impact on Apple’s platform or the broader cultural conversation. Fact: I had never heard of this series until I started researching this article. 

Two accused teenage boys, two stabbed classmates, two sets of parents trying to figure out where they went wrong. So why did one of these series go viral, while its twin faded into near-obscurity? Let’s dig into the science of virality and how Adolescence managed to hit every nerve just right.

Crank up the emotion

Let’s start with the basics: if you want something to go big, it has to hit people in their feelings. Viral content isn’t just about timing or hashtags; it’s about raw, real, gut-punching emotion. Adolescence understood this concept so well that they practically weaponised it.

The show opens with scenes of 13-year-old Jamie being arrested in his home. We get our first look at him as police officers kick in his bedroom door to the sound of his family members shouting downstairs: he is just a dark-haired little boy with scared eyes. When an officer orders him out of bed, he hesitates but then complies. As he gets up, we see that he has wet his pants. 

As a parent, this is the kind of premise that punches your protective instincts square in the sternum. You’re not watching to be entertained. You’re watching because you have to know how this happened. Some combination of dread, fear, anger, and heartbreak has wrapped itself around your nervous system and refuses to let go.

That’s where the science kicks in. According to research from the University of Pennsylvania, content that triggers high-arousal emotions – things like awe, anger, excitement, or horror – gets shared and consumed far more often than things that make us feel calm, sad, or mildly pleased. Why? Because those high-arousal feelings energise us. They make us want to do something. Hit play on the next episode. Message a friend. Post a half-formed opinion in all caps on your social media platform of choice. Tell someone – anyone – that they need to watch this show right now.

People don’t pass things along because they’re educational or beautifully made (although Adolescence is both of things as well). They do it because those things move them. And if those feelings come with a side of adrenaline, even better. That’s why Adolescence didn’t settle for sadness. It went for the throat with a mix of outrage, empathy, and suspense.

Do it for the social currency 

Another powerful reason things catch fire is social currency. People share stuff that makes them look good. It sounds shallow, but it’s actually a very human response when you consider that sharing content is a form of self-expression. We post articles to seem informed. We send memes to look funny. We link trailers or TikToks or weird documentaries to say: look at this. I found it first.

Adolescence isn’t exactly the kind of thing you share to make people laugh or fall in love with a character. It’s not a comfort-watch; as we’ve already established, it’s more of a gut-wrench. So why did everyone want everyone else to know that they were watching it?

Social currency isn’t always about being funny or light – it’s about being tuned in. Sharing Adolescence says: I can handle this. I watch the heavy stuff. I engage with the tough questions. I’m not just scrolling, I’m paying attention. The show is dark, unsettling, and emotionally demanding, and that’s part of the reason why it spread. Saying “I just watched the first episode of Adolescence” became shorthand for being thoughtful, serious, emotionally literate; the kind of person who doesn’t look away when things get hard.

That’s the magic of social currency. It doesn’t always have to be fun. It just has to say something about you.

Relatability meets practical value

Virality hinges on relatability, or the feeling that something hits close to home. For many parents, Adolescence feels like a warning. 

What the show does so well is hold up a magnifying glass to that terrifying truth all parents know deep down: you can do everything right, and still lose your child to a system that doesn’t care. You see Jamie and you don’t see a stranger; you see your own kid. Or the kid your child goes to school with. Or the version of your child you’ve been praying you’ll never meet.

That’s why it spreads. Parents watch Adolescence and immediately feel the need to tell someone, because it feels urgent. It becomes less about streaming a series and more about starting a conversation about gender, social media, broken systems, and the impossible job of raising kids in a world that’s always online.

Let’s not forget one of the sneakiest forces behind viral success: practical value. When parents share Adolescence, they’re not just saying” “watch this.” They’re saying: know this. Understand what your kids might face. Learn how easy it is for the system to get its claws into a child who looks or lives a certain way. The show becomes a kind of cautionary tale – equal parts documentary and wake-up call – and sharing it feels like passing on a warning that could matter. 

All about the platform

The final piece of the virality puzzle is distribution, and that’s all about nailing the timing and the platform. You can create the most emotionally gripping, gut-punch of a story, but if it doesn’t reach the right people at the right time, it won’t take off. 

Take Defending Jacob, for example. When it dropped in 2020, it had a lot going for it: a high-profile cast, a darkly compelling storyline, strong production value. But the cultural moment wasn’t quite right. We weren’t having the same urgent, heated conversations about boys, masculinity, and internet influence that dominate the discourse now. Andrew Tate hadn’t exploded across TikTok yet. The concept of “red-pilled” teens wasn’t mainstream. Defending Jacob was good, but it didn’t hit a nerve because that nerve hadn’t been exposed yet.

Adolescence, on the other hand, landed like a meteor. It arrived when people were primed to pay attention, when the world was already worried about how boys are being shaped by digital culture, online misogyny, and the justice system’s response to youth crime. That context matters. Releasing a show like this now doesn’t just feel relevant; it feels necessary.

And then there’s the power of the platform. Netflix’s algorithm didn’t just bury Adolescence somewhere between a cooking docuseries and a nostalgic sitcom rerun. It actively pushed it to the right people: those who binge dark, character-driven dramas and true crime. It found the audience who would care immediately, and that matters more than any trailer ever could. This is the power of streaming and the incredible data that Netflix has on its subscriber behaviour.

The result is that Adolescence didn’t just find an audience, it activated one. Ninety-six million people watched it in three weeks. Not just because it was good (which it is), or because it was a continuous shot (incredible to behold), but because it was everywhere they already were, talking about something they already cared about.

Right content. Right time. Right feed. That’s the viral trifecta. And yes, if you haven’t done so already, you should totally watch Adolescence.

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 (CMH | Purple Group)

CMH is running out of gears (JSE: CMH)

Bloodshed in the car dealership industry

I’ve been writing about the disruption in the car industry so much that I’m almost bored of it. Almost. Sadly, it’s a very important topic, as evidenced by this chart of the CMH share price:

The latest plunge isn’t just because of the pain in the markets from Trump tariffs. CMH released a trading statement reflecting a drop in HEPS of between 20% and 30% for the year ended February 2025. This means they expect HEPS for the year of between 379.3 cents and 433.5 cents.

The share price of R27 is a Price/Earnings multiple of 6.7x. I’ve gotta tell you – that still feels high to me in this environment.


A huge jump in earnings at Purple Group (JSE: PPE)

They are enjoying the juicy part of the J-curve now

The J-curve is a lovely, descriptive thing. Just look at the shape of a capital J. This web font isn’t doing it justice, so imagine a deeper curve at the bottom. This reflects the initial journey for a startup, with extensive investment and losses as the foundational steps in the business are taken. At a point in time, things finally turn and an uptick in revenue leads to major growth in profits.

The latest Purple Group trading statement reflects a massive jump in HEPS for the six months to February 2024. They expect to be up between 194% and 213%, coming in at between 2.29 cents and 2.44 cents. Seeing a growth rate like this on the J-curve isn’t uncommon, hence why I’ve given that context.

Here’s the thing though: the share price knows about the J-curve. Purple Group is trading at just over R1 a share. If you double the current earnings to get an annualised view, the forward Price/Earnings multiple is around 21.5x. For a growth asset on the JSE, that’s not unheard of.

Generally, volatility is good for brokerage businesses. This could be a strong year for them.


Nibbles:

  • Director dealings:
    • The CFO of Glencore (JSE: GLN) loaded up, buying a whopping R32 million worth of shares. I double and triple checked – the announcement puts it forward as an on-market acquisition, not a share-based award.
    • A director of Momentum Group (JSE: MTM) bought shares worth R198k.
    • A director of Ascendis Health (JSE: ASC) bought shares worth R98k.
    • Des de Beer bought another R82k worth of shares in Lighthouse Properties (JSE: LTE). If you’re new around here, the reason I mention de Beer by name is that he buys a lot of shares.
    • A director of York Timber (JSE: YRK) bought shares worth R45k.
  • Regular readers will know that Novus (JSE: NVS) is fighting with the Takeover Regulation Panel (TRP) about the process related to the mandatory offer to Mustek (JSE: MST) shareholders. The TRP recently withdrew its approval of the firm intention announcement for the offer. Novus has filed an urgent application in the High Court to set aside the TRP’s ruling. This will be heard on 22 April.
  • Southern Palladium (JSE: SDL) presented at the PGM industry day in Joburg. If you would like to dig into the company and get an overview of what they are all about, you’ll find it here.
  • Although I doubt it makes any difference to equity holders at this stage, it’s worth noting that the Tongaat Hulett (JSE: TON) business rescue process is still dealing with legal challenges. Specifically, RGS Group is still trying to stop the implementation of the plan in its current form.

UNLOCK THE STOCK: Fortress Real Estate Investments

Unlock the Stock is a platform designed to let retail investors experience life as a sell-side analyst. Corporate management teams give a presentation and then we open the floor to an interactive Q&A session, facilitated by the hosts.

We are grateful to the South African team from Lumi Global, who look after the webinar technology for us, as well as EasyEquities who have partnered with us to take these insights to a wider base of shareholders.

In the 50th edition of Unlock the Stock, Fortress Real Estate Investments joined the platform for the first time to talk about the recent performance and strategic focus areas for the group. The Finance Ghost co-hosted this event with Mark Tobin of Coffee Microcaps and the team from Keyter Rech Investor Solutions.

Watch the recording here:

GHOST BITES (Jubilee Metals | Murray & Roberts | Orion Minerals | Primary Health Properties – Assura)

Jubilee Metals needs to make a decision soon on the Large Waste Project (JSE: JBL)

They are trying hard to de-risk the potential acquisition

Jubilee Metals had a pretty rough time recently, with production challenges due to electricity issues at the Roan project. These problems are largely behind the group now, which frees them up to work towards making a decision by mid-May on the acquisition of the Large Waste Project in Zambia. This is part of the company’s copper strategy in the country.

The incentive to do the deal is certainly there, as the price has dropped from $30 million to $18 million. If they go ahead, the $11.5 million in remaining consideration for the full deal would need to be settled over 12 months. In deciding whether to exercise the option to acquire the assets, they’ve been busy with extensive due diligence and pilot scale trials. They’ve also locked in an off-take agreement for 10 million tonnes of the estimated 260 million tonnes, valued at $6.75 million. This will give them insight into how the material performs.

You certainly can’t fault their efforts to try and reduce risk on the potential deal, with lots of clever corporate finance strategies at play here.


The Murray & Roberts business rescue plan is out in the wild (JSE: MUR)

This is a very good reminder of the difference between secured and unsecured creditors

When the wheels come off in a business, value moves very quickly from equity holders to debt holders. Equity holders get to enjoy upside potential. In return, they give away downside protection.

Murray & Roberts Limited is in business rescue and is giving us a great practical example of this situation. The straw that broke the camel’s back was De Beers pulling back on its mining capex, which essentially means that Murray & Roberts was a downstream victim of lab-grown diamond disruption! Never, ever underestimate the power of disruption. Of course, this wasn’t the only reason why the group fell over, but it was certainly the finishing touch.

I’ll include a couple of snippets from the full business rescue plan. For example, this table shows you how the various claims against the company are tallied and categorised:

And then this table, which technically appears before the other one, shows you what each type of creditor can expect to receive under the plan:

As you can see, unsecured creditors will lose between 90% and 95% of their money. This means that there won’t be anything left for shareholders, who sit even further down the pecking order than unsecured creditors.

It’s called “business rescue” rather than “shareholder rescue” and now you can see why. So, how will the business be rescued? How will this plan be implemented? An investor named Differential Capital is swooping in on the mining assets. This transaction would facilitate the payment of the creditors as per the table above, while saving the majority of the 2,800 jobs at risk.

As this thing heads to zero, it’s hard not to think back to the ATON offer in 2018 that the board refused to back. Hindsight is perfect of course, but what a terrible journey it has been.


A change in leadership at Orion Minerals (JSE: ORN)

With the DFS reports out in the wild, Errol Smart is passing the baton

Errol Smart has been running Orion Minerals for 12 years. This journey culminated in the recent release of the Definitive Feasibility Studies (DFS) for both the Prieska Copper Zinc Project and the Okiep Copper Project. You might recall that they were released on the same day.

The focus now will be on getting these projects built, which of course means arranging all sorts of things including funding. Smart has decided that this is the moment to hand over the reins, with Tony Lennox (currently a non-executive director) stepping into the role as CEO. He has over 40 years of experience in mining, particularly in project development and operations.

This sounds like a solid succession plan.


Primary Health Properties is trying to seduce Assura shareholders (JSE: PHP | JSE: AHR)

This announcement is designed to give Assura shareholders something to chew on

As things stand, Assura is being pursued by two parties. KKR and Stonepeak are cash buyers, with the Put Up or Shut Up (PUSU – a real thing) deadline having been extended to 11 April. By that date, as the rather blunt name suggests, the parties need to either confirm that they are making an offer, or confirm that they are not making an offer.

I’ve seen the PUSU deadlines get pushed out many times in UK deals, although there aren’t usually two parties involved. I presume that the deadline has more teeth in a potentially competitive process, otherwise what would the point of it be?

The competitive tension in the deal is coming from Primary Health Properties. Hilariously, both Assura and Primary Health Properties are recent additions to the JSE. It seems like the curse of JSE delistings just won’t go away!

Primary Health’s indicative offer is a mix of cash and shares. Including the dividend that Assura shareholders would be allowed to receive, the price implies 46.2 pence per Assura share. Interestingly, if the combination of the groups went ahead, existing Assura shareholders would hold 48% of the enlarged group. Such a deal would create the eighth largest UK listed REIT.

The deal would push the combined group’s loan-to-value ratio above the targeted range of 40% to 50%. The expectation would be to return to targeted levels within 12 to 18 months of the deal being completed.

By now you must be wondering what the competing potential cash offer from KKR and Stonepeak looks like. As a reminder, the last announcement was for an offer to the value of of 49.4 pence per share (including the dividend that Assura shareholders would retain). Primary Health is therefore 6.5% below the competing cash proposal. To further complicate things, the part-share part-cash nature of the Primary Health proposal means that the value fluctuates constantly based on the Primary Health share price.

Normally, you would expect to see the part-share proposal at a premium to a clean cash proposal. I’m not sure that the promises of synergies in a combined group will be enough to get shareholders to put pressure on the Assura board to take this deal seriously.


Nibbles:

  • Director dealings:
    • Gold Fields (JSE: GFI) directors have made an absolute fortune thanks to the rally in the gold sector. A bunch of directors sold shares worth a total of R38 million. The announcement doesn’t indicate whether this was only the taxable portion of the gains.
    • MTN (JSE: MTN) announced various sales by directors, with a mix of taxable and non-taxable portions. In my view, the important thing to highlight is that the CEO retained a portion of the share award and so did a couple of other execs, but most of the participants appear to have sold the full awards.
    • The COO of DRDGOLD (JSE: DRD) sold shares worth R2.2 million.
    • An associate of a director of Ethos Capital (JSE: EPE) bought shares worth R560k.
    • The CFO of York Timber (JSE: YRK) sold shares worth R51k.
  • In a rare show of capital allocation maturity among listed property funds, Supermarket Income REIT (JSE: SRI) has elected to suspend its scrip dividend alternative for the latest quarterly dividend. This is due to the shares trading at a discount to the net asset value per share.
  • Iqbal Khan, the COO of Brimstone (JSE: BRT | JSE: BRN), has retired from the group due to health reasons. A replacement hasn’t been named as of yet.
  • Rebosis (JSE: REA | JSE: REB) is suspended from trading and thus needs to release a quarterly progress report. You may recall the public sale process that the company went through as part of the business rescue initiatives. The update is that all but one of the properties sold through that process have been transferred to the purchasers. The exception is Bloed Street Mall (how’s that for an ironic name?), where the delay is around a dispute on the remaining period of the land lease agreement. The City of Tshwane council is involved here as well.
  • Sail Mining Group (JSE: SGP) is another example of a suspended company that has released a quarterly update. After many delays, the audit is underway for the 2022 – 2024 financials. Also, the business rescue plan for subsidiary Black Chrome Mine (Pty) Ltd has been approved. They are moving ahead with a Mine Restart and Trade Out Plan, which is believed to achieve the best outcome for the stakeholders involved.
  • Yet another company in the naughty corner is aReit Prop (JSE: APO), a listing that I warned about at the time that it came to market. The price looked like complete nonsense to me and sadly I was proven correct. They’ve also been dealing with some technical accounting issues that led to major delays to the 2023 financials. They now expect to publish them by the end of April. They expect a large impairment to the leasehold properties to be raised. It won’t impact headline earnings or distributable income.
  • Nigerian energy company Oando (JSE: OAO) is also on the wrong side of financial reporting deadlines, albeit only slightly. They were meant to publish the 2024 financials by the end of March. An acquisition has delayed this process, as has the introduction of more onerous audit requirements due to a change in legislation. They expect to only get everything done by the end of May 2025.

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

Assura plc, the UK healthcare REIT with an inward listing on the JSE, has received an improved offer from Primary Health Properties (PHP) for an all-share combination implying an initial value of 46.2 pence for each Assura share, inclusive of the Assura dividend of 0.84 pence per share due to be paid on 9 April 2025. Under the terms of the combination, shareholders would receive for each Assura share held, 0.3838 new PHP share and 9.08 pence in cash. Based on the PHP closing share price of 94.35 pence on April 2, 2025, the 9.08 pence cash consideration would represent 20% of the total consideration. The offer values Assura at c.£1,5 billion – a 22.2% premium to the 3-month volume weighted average of the Assura share as of 13 February 2025, the day prior to the commencement of Assura’s offer period. Should the offer be accepted, Assura shareholders will hold c.48% of the combined group’s issued share capital. The cash consideration by PHP will be fully financed through new third-party debt. The Assura Board is reviewing the PHP proposal and will make an announcement as appropriate.

Liberty Kenya, in which Liberty holds c.58%, has exited its 60% stake in Heritage Insurance Tanzania, representing a strategic shift by the Kenyan company to strengthen its focus on the Kenyan market.

Accelerate Property Fund is to dispose of its proportionate ownership in the Portside Office Tower in Cape Town. Penalten Investments will acquire the ground floor retail, office floors 9-18, 623 parking spaces and related common areas for an aggregate R580 million payable in cash. The deal is a category 1 transaction and therefore requires shareholder approval. A circular will be distributed in due course.

Jubilee Metals has announced it has secured exclusive rights to the Large Waste Project in Zambia. The deal first announced in Q4 2023 was in the form of a joint venture with International Resource Holding for a purchased consideration of $30 million. Jubilee will now pay a reduced $18 million and has until mid-May 2025 to elect to acquire the assets and settle the c.$11,5 million remaining consideration over a period of 12 months.

enX has divested of its interest in West African International (WAI), a business involved in importing, warehousing and selling and distributing polyolefins, styrenics, rubber and specialised chemicals into the Southern African market. Trichem SA which is ultimately owned by the Houston based-Tricon Group, will acquire a 25% stake with the option to acquire the remaining 75% for a maximum ownership capped at R450 million. The transaction represents an attractive opportunity for enX to divest while operational synergies for WAI with a global player will unlock further value for the company.

AECI through its wholly-owned subsidiary Improchem, is to dispose of its Public Water business to a local majority black-owned special purpose vehicle, with Nsukutech as the controlling shareholder and Junaco (T), a Tanzanian company as the minority shareholder. The disposal, the value of which was not disclosed, is in line with its strategy to divest of non-core assets and to streamline operations.

In line with its strategy to exit the Namibian market, Safari Investments RSA has disposed of Safari Investments Namibia which owns and manages the Platz am Meer Shopping Centre in Swakopmund, Namibia. The disposal is to NSE-listed Oryx Properties for a cash consideration of N$290 million. Safari will re-invest the proceeds in new development opportunities in retail shopping centres in the rural and township areas in SA.

EPE Capital has disposed of 0.81% of the Optasia equity, representing an 11.1% share of its 7.3% economic interest in Optasia. EPE Capital will receive US$7,3 million for the sale of the stake to an existing shareholder.

Cilo Cybin is to approach the JSE for a further extension of the circular distribution date. The proposed acquisition of Cilo Cybin Pharmaceutical awas announced in December 2024. The company wishes to have the audit of its annual financial statements for the year ending March 2025 finalised prior to the distribution of the circular. Give this, the parties have extended the date by which the conditions precedent to the acquisition are required to be fulfilled or waived from 31 March to 20 August 2025.

In November 2024 Novus breached (together with related parties) the 35% shareholding level requiring it to make a mandatory offer to Mustek shareholders in terms of the local takeover rules. Not wanting to delist the company, Novus offered shareholders three options – cash of R13 per Mustek share, a combination of R7 cash plus one Novus share, or no cash and two Novus shares for those shareholders wanting to swap into Novus. The company received irrevocable undertakings from shareholders holding 20.29% of Mustek’s shares that they would reject the mandatory offer. Novus offered a maximum of R335 million in relation to the mandatory offer. The TRP which unconditionally approved the offer in November has now withdrawn its approval, requiring Novus to publish a revised firm intention announcement withing 20 business days – an action Novus intends to appeal against.

In November 2024 London Finance & Investment Group plc announced the sale of its liquid investments and a return to shareholders of an estimated 71 pence in cash for each ordinary share held in early 2025. The company’s listings on the LSE and JSE will cease on 2 May and on 9 May 2025 respectively.

Smollan, a South African retail solutions company with operations across 61 markets, is the latest strategic investor in local delivery management platform Loop. The new investment together with support from long-standing investor Lightstone, will scale Loop’s next phase of growth.

Medu Capital Fund III has completed its exit from Jacana Capital, a holding company of businesses providing insurance broking, employee benefits and risk consulting to commercial and personal clients. Jacana Capital owns 70% of Bay Union Financial Services, 33% of MRA Group, 39% of STP Holdings and 25% of Kapara Insurance Brokers. During Medu Capital investment period, it contributed significantly to the development of a robust platform for insurance brokerages, enhancing governance structures and bolstering the group’s leadership.

The Public Investment Corporation (PIC) representing the Government Employees Pension Fund (GEPF) South Africa, has made an investment of US$40 million into pan-African infrastructure investor and asset manager Africa50. The PIC is the 36th shareholder in Africa50, expanding the investor’s footprint and shareholder base in Southern Africa.

SiyaQhubeka Forests, in partnership with Mondi and SAFCOL, has transferred an increased equity stake to its community empowerment partners SiyaQhubeka Community Trust. The increased stake, from 5.4% to 15.4%, marks a significant milestone in the transformation and inclusive growth of the forestry sector in South Africa.

Weekly corporate finance activity by SA exchange-listed companies

Kore Potash has raised a further £385,000 by way of a placing of new ordinary shares at a price of 1,7 pence per share with two separate trusts related to company Chairman David Hawthorn. The funds, along with the £7,7 million raised in March, will be used to pay PowerChina International Group for optimisation work, impact assessment update, fees and working capital.

Fortress Real Estate Investments will transfer 7,534,415 NEPI Rockcastle (NRP) shares to Fortress shareholders who opted to receive a dividend in specie of NRP shares in lieu of the cash dividend. As a result, Fortress retained R831,52 million cash not utilised to pay the cash dividend.

Finbond will issue 23,392,070 shares to shareholders receiving the scrip dividend option in lieu of a final cash dividend, resulting in a capitalisation of the distributable retained profits in the company of R12,4 million.

The Board of Supermarket Income REIT plc has decided that it is not in the best interests of shareholders to offer the scrip dividend alternative in respect of the third quarterly dividend, as the company shares currently trade at a discount to the published EPRA Net Tangible Assets per share. Shareholder will receive 1.53 pence per ordinary in respect of the period from 1 January 2025 to 31 March 2025.

In an operational update, Accelerate Property Fund this week reported its immediate focus area in terms of the Group’s restructuring is the conclusion of a further fully underwritten Rights Offer of R100 million by end-June 2025. This time last year Accelerate raised R200 million in a rights offer. Funds will be used for additional capital expenditure on Fourways Mall and for working capital requirements. Shareholders will be updated in due course.

Oando has informed shareholders that it was unable to publish its 2024 Audited Financial Statements by the regulatory deadline of 31 March 2025. Reasons given included the accounting for the Nigeria Agip Oil Company acquisition and expanded Internal Controls Over Financial Reporting (ICFR) requirements. The company now anticipates completing and filing the 2024 AFS on or before May 30, 2025.

aReit Prop expects its annual financial statements for the year ended 31 December 2023 be published before the end of April 2025. The main reason given for the delay was the company’s valuation of its leasehold properties. The valuation approach has now been resolved, and a trading statement will be issued shortly. The company’s listing on the JSE remains suspended.

This week the following companies repurchased shares:

Netcare concluded a further intra-group repurchase with subsidiary Netcare Hospital Group in terms of which Netcare acquired 24,642,572 ordinary shares at a price of R12.96 per share.

Schroder European Real Estate Trust plc acquired a further 127,100 shares this week at a price of 66 pence per share for an aggregate £83,886. The shares will be held in Treasury.

On March 6, 2025, Ninety One plc announced that it would undertake a repurchase programme of up to £30 million. The shares will be purchased in the open market and cancelled to reduce the Company’s ordinary share capital. This week the company repurchased a further 481,237 ordinary shares at an average price of 147 pence for an aggregate £704,652.

In its annual financial statements released in August 2024, South32 announced that it would increase its capital management programme by US$200 million, to be returned via an on-market share buy-back. This week 1,170,548 shares were repurchased at an aggregate cost of A$3,87 million.

On 19 February 2025, Glencore plc 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 12,750,000 shares at an average price per share of £2.87 for an aggregate £36,53 million.

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 24 to 28 March 2025, the group repurchased 824,801 shares for €47,27 million.

Hammerson plc continued with its programme to purchase its ordinary shares up to a maximum consideration of £140 million. The sole purpose of the buyback programme is to reduce the company’s share capital. This week the company repurchased 321,235 shares at an average price per share of 248 pence for an aggregate £798,030.

In line with its share buyback programme announced in March 2024, British American Tobacco plc this week repurchased a further 389,348 shares at an average price of £31.36 per share for an aggregate £12,2 million.

During the period 24 to 28 March 2025, Prosus repurchased a further 4,700,875 Prosus shares for an aggregate €204,19 million and Naspers, a further 333,748 Naspers shares for a total consideration of R1,56 billion.

During the week one company issued a cautionary: ArcelorMittal South Africa.

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

Diageo plc has announced the sale of its 54.4% stake in Seychelles Breweries to Mauritius’ Phoenix Beverages for approximately US$80 million. Diageo and Phoenix have an existing partnership in the Indian Ocean region. Under the terms of the agreement, Diageo will retain ownership of the Diageo brands currently produced by Seychelles Breweries (Guinness and Smirnoff RTDs) as well as distribute IPS in-market, which will be licensed to Seychelles Breweries under a new long-term license and royalty agreement.

Dutch family-backed impact investor, DOB Equity has invested in Kenya’s FarmWorks, an agribusiness focused on providing smallholder farmers with consistent, off-take channels for their produce. The investment will assist FarmWorks to expand its sourcing network, boost its technology platform and broaden its product offerings.

Golden Deeps and Coniston have entered into a sale agreement for the acquisition by Golden Deep on an 80% stake in Namex, which owns 100% of Nambian company Metalex Mining and Exploration, the owner of four Exclusive Prospecting Licences in the Otavi Mountain Land in Namibia. As consideration, Golden Deeps will issue Coniston 23,103,352 new shares and make a cash payment of A$250,000. The agreement also allows for a second tranche of shares to be issued based on specific milestones.

Dislog Group will acquire a 70% stake in Morocco’s Afrobiomedic for an undisclosed sum. Afrobiomedic specialises in the import and distribution of medical devices for interventional cardiology, structural cardiology, and rhythm therapy. The company is also active in vascular interventional neuroradiology.

Egypt’s InfiniLink, a semiconductor startup founded in 2022, has closed a US$10 million seed funding round led by MediaTek and Sukna Ventures. Other investors in this round included Egypt Ventures and m Empire Angels.

Tanzanian FMCG distribution company, Sumet Technologies, has raised US$1,5 million in a debt and equity pre-seed funding round. Investors included ABAN, Catalytic Africa and an angel syndicate from Egypt.

Access Bank has provided Lagos-based value airline, Green Africa with a naira debt facility to part fund the acquisition of its first aircraft, an ATR 72-500.

ASX-listed MetalsGrove has entered into a binding term sheet with Desert Metals to acquire three gold joint venture permits in Côte d’Ivoire. The three permits (Vavoua, Vavoua West and Kounahiri West) cover a total area of approximately 950 km2.

Shareholder activist engagement – failing to prepare is preparing to fail

As institutional investors have, for many years, dominated the share registers of JSE-listed companies (ListCos), it is unsurprising that shareholder activism in South Africa (SA) has, in the past, occurred mostly through private engagement, often referred to as “soft” or “behind-the-scenes” activism. However, over recent years, commentators, smaller retail investors and other shareholder activists have also become increasingly vocal and influential in pushing for greater corporate accountability amongst ListCos, including on matters such as executive remuneration, board composition, and ESG reporting and disclosure. Other shareholder activists may have purely financial goals in mind, such as pressuring companies to distribute perceived excess cash reserves, dispose of certain assets, or facilitate (or frustrate) a takeover or other M&A transaction.

In some cases, shareholder activism may benefit companies by leading to necessary operational, governance or other changes, while other campaigns could have negative impacts, such as forcing a company to prioritise immediate shareholder demands over long-term growth or to prematurely disclose its acquisition strategy or targets, which can detrimentally affect the ListCo’s share price.

There has, against this background, been a growing trend towards public activist campaigns, often conducted through social media platforms to mobilise public support and intensify pressure on ListCos.

It would, therefore, be prudent for a ListCo to pro-actively identify and address potential concerns (and update investors on progress to address previously raised concerns) before they become ammunition for a full-blown shareholder activist campaign, and to consider the steps that it should take if targeted by such a campaign.

  1. Maintain open lines of communication
    ListCos should communicate transparently and regularly with shareholders and be receptive to shareholder feedback, where reasonable. Such communication will occur primarily via the JSE’s Stock Exchange News Service (SENS) and formal events, such as annual general meetings (AGMs), but should preferably also include wide audience investor presentations, as well as one-on-one engagement with key investors (always bearing in mind that price sensitive information should only be disclosed via SENS). By fostering an “open door” culture and building a relationship with key long-term shareholders, a ListCo is able to receive valuable feedback and build trust with its stakeholders. Such engagements allow ListCos to articulate their current and long-term value proposition to shareholders, while countering any short-term issues.
  1. Know your shareholders and understand their priorities
    By regularly engaging with key shareholders, analysing AGM voting trends and shareholder “track records”, ListCos can better understand the priorities of their shareholders, thereby gaining valuable insight into how they may vote if approached for support by either an activist or ListCo.

ListCos should closely monitor trading activity in their stock, considering both the company’s share price and its shareholder make-up, thereby gaining advance notice of key shareholding blocks being acquired and positions being built (e.g., in anticipation of a potential takeover), as well as known activist shareholders joining the register.

  1. Activism trends and “pain point” check-ins
    ListCos should regularly consider factors that are likely to draw activist scrutiny and keep abreast of current activist campaigns in the SA market (especially involving companies in the same sector). Where a ListCo performs well and delivers strong returns, this should negate most shareholder concerns – therefore, a focus on performance remains key. The rolling list of potential “pain points” include –
    • Declining financial metrics
    • Poor share price performance (especially where it underperforms ListCo peers or the applicable index)
    • Low or no dividend payout
    • Conservative or an over-geared balance sheet
    • Unjustifiable executive remuneration practices
    • Board composition deficiencies, independence concerns and lack of diversity
    • ESG shortcomings, including insufficient reporting
    • Operational challenges relative to peers
    • Poor strategic decision-making
    • Unsuccessful mergers and/or acquisitions

Where such an issue applies to a ListCo and the company is able to resolve it, this reduces the risk of activist attacks. In other instances, the risk of such attacks (or their impact) may be minimised by explaining the approach being followed to address the concern (e.g., improving operational performance) or by setting out the company’s view on the matter (e.g., instead of distributing it now, the company is retaining cash to position itself for future accretive acquisition opportunities).

  1. Assign a team (and be perpetually prepared)
    Activist campaigns are often launched swiftly and unexpectedly, creating disruption and uncertainty for a ListCo. It is, therefore, critical that a ListCo has a designated response team on standby with a strategy in place for how it will respond when facing an activist attack (including clear communication lines with the media). Without preparation (which could include mock activist campaigns to stress test the ListCo’s response framework), ListCos risk disorganised responses, potential missteps (such as premature responses on social media without having all the facts available), and reputational harm. Such designated teams usually comprise executive directors and members of the ListCo’s investor relations, legal and financial teams, as well as outside advisors (when required).
  1. Keep pace with emerging trends
    Shareholder activists have become adept at using a range of tools, including social media, to maximise their impact on target companies. With the rapid advancement of artificial intelligence (AI), it is only a matter of time before activists widely leverage AI to analyse publicly available company data in order to identify vulnerabilities sooner. However, AI need not remain solely a tool for activists. It would be prudent for ListCos to explore how AI can be strategically utilised to their advantage.
  1. Play the ball, not the man
    Activist campaigns often involve personal attacks on management or board members, but it is crucial to resist retaliation. Instead, ListCos should address the principal concerns raised, substantiated by facts and data. In doing so, directors and management will continue to safeguard their credibility while maintaining shareholder trust and public confidence in the ListCo’s governance practices.
  1. Communication is the name of the game
    When responding to a public activist campaign, a ListCo must act swiftly to establish and control the narrative. Delays can allow others to shape public perception, potentially undermining the ListCo’s reputation and management’s credibility. The response should be tailored to the actual issue raised, the activist who launched the campaign, and the audience (including key shareholders and stakeholders). If the ListCo does not believe that the activists’ proposed changes are in its best long-term interests, it needs to explain to investors why this is the case, and how the company reached this conclusion. On the other hand, if the company has decided to make some changes, it should be open about what those are, as this will show that it is receptive to shareholder suggestions and takes them seriously.

When activists are considering “Vote ‘No’” campaigns or proxy fights (for example, on director remuneration resolutions or board elections), they will need the support of other shareholders to be effective. While they will try to influence other shareholders via public platforms, they will, in many instances, already have approached large shareholders before the campaign. It is, therefore, essential for a ListCo to engage with key shareholders early, to explain its position and to secure their support.

Proactive and transparent engagement might not necessarily end each and every activist campaign, but it will serve the ListCo in building trust amongst stakeholders and counteracting misinformation. Such engagement will be easier and more effective where the company already has a good relationship with its major shareholders, pointing again to the importance of ongoing regular interaction with shareholders.

In future, public shareholder activism in SA will likely continue to increase. One immediate cause may be the incoming remuneration-related amendments to the Companies Act, together with the increased focus on reporting and disclosures by JSE-listed companies.

It is important that ListCos position themselves proactively to respond to public campaigns. In this case, as with many things in life, failing to prepare is preparing to fail.

Henning de Kock is CEO and Johann Piek a Director | PSG Capital.

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

Legal tech in M&A transactions: Empowering deal-making in Africa

Mergers and acquisitions (M&A) in Africa have traditionally presented complex challenges, including intricate regulatory landscapes, extensive due diligence requirements, and the need to navigate diverse legal systems. For foreign investors seeking opportunities within Africa’s expanding markets, these complexities have often resulted in increased costs, prolonged timelines, and heightened risks. However, the advent of legal technology is transforming M&A transactions across the continent, introducing efficiencies that mitigate these challenges and foster a more streamlined deal-making process.

From due diligence to post-transaction integration, legal technology is revolutionising core stages of M&A transactions, offering tools that enhance accuracy, reduce human error, and improve decision-making for stakeholders.

Due diligence is one of the most critical phases of any M&A transaction, providing the foundation for informed decision-making. Historically, legal teams would manually review extensive documentation over several weeks or months, a time-consuming process susceptible to human error. Today, artificial intelligence (AI)-powered tools, employed by leading law firms such as DLA Piper, are automating this process with remarkable efficiency.

These tools leverage machine learning algorithms to review voluminous datasets, identify risks, and highlight key information in a fraction of the time required for manual analysis. By automating repetitive tasks, these technologies ensure comprehensive and accurate due diligence, enabling foreign investors to better assess potential risks and opportunities. This is particularly advantageous in Africa, where access to reliable data can be inconsistent.

Contract negotiation and review are central to M&A transactions, which require meticulous scrutiny to ensure alignment with legal requirements and the interests of all parties. Legal technology now plays a pivotal role in this area, utilising AI-driven tools to analyse contracts, identify critical clauses, and detect discrepancies or risks.

These platforms not only expedite the contract review process but also assist legal professionals by suggesting edits and ensuring compliance with local laws and regulations. In Africa’s diverse legal environment, such tools are invaluable for tailoring contracts to address jurisdiction-specific challenges. Consequently, investors can approach transactions with greater confidence, knowing that agreements are both legally sound and strategically advantageous.

The structuring of M&A transactions often involves balancing complex considerations, including regulatory compliance, financial implications, and strategic goals.

Legal technology facilitates this process through predictive analytics and data-driven insights, allowing negotiators to evaluate various deal structures and simulate potential outcomes.

For transactions within Africa, where regulatory requirements can vary significantly between jurisdictions, these tools are instrumental in ensuring compliance and reducing the risk of post-transaction complications. Furthermore, legal technology supports post-deal integration by managing data, streamlining communication, and providing project tracking capabilities, thereby enhancing operational efficiency and long-term success.

While legal technology offers significant benefits, it raises ethical concerns, particularly around data privacy and AI reliability. AI tools rely on vast datasets, often containing sensitive financial and personal information, increasing the risk of data breaches. In Africa, where data protection laws are still evolving, companies must ensure compliance with local and international standards.

The reliability of AI-generated outputs depends on the quality of training data. Biases or inaccuracies can lead to misleading results, as seen in Mavundla v MEC: Department of Co-Operative Government and Traditional Affairs KwaZulu-Natal and Others (2025). In this case, a law firm faced scrutiny for citing fictitious case law, potentially AI-generated. The court dismissed the appeal after finding most references were non-existent, highlighting the need for rigorous oversight.

AI also has financial and environmental costs. Training large models requires vast computational resources, contributing to carbon emissions. The recent release of DeepSeek by China has intensified market competition, raising concerns about AI’s sustainability. Legal professionals must balance AI’s efficiencies with its ethical and environmental risks, ensuring it enhances rather than undermines legal integrity.

As the adoption of AI accelerates, several African countries are developing frameworks to regulate its use. While no jurisdiction has enacted AI-specific legislation as of January 2025, notable advancements have been made:

  • Egypt: Released the Second Edition of its National Artificial Intelligence Strategy 2025–2030 in January 2025.
  • Ghana: Published the National Artificial Intelligence Strategy 2023–2033 in October 2022.
  • Kenya: Unveiled the Kenya National Artificial Intelligence Strategy 2025–2030 in January 2025.
  • Nigeria: Introduced a draft National Artificial Intelligence Strategy in August 2024.
  • South Africa: Released the National Artificial Intelligence Policy Framework in August 2024, emphasising ethical AI use, personal information protection, and enhanced government efficiency.

These initiatives reflect a growing recognition of AI’s transformative potential, coupled with the necessity of safeguarding ethical standards and data privacy.

The integration of legal technology into M&A transactions is reshaping the African deal-making landscape, offering tools that enhance efficiency, reduce risks, and ensure more successful outcomes. By automating labour-intensive processes such as due diligence, matter management, and contract review, and by providing actionable insights for deal structuring and post-transaction integration, legal technology is enabling investors and legal professionals to navigate the complexities of African markets with greater confidence.

Nevertheless, the adoption of these technologies must be approached with caution. The Mavundla case serves as a stark reminder of the potential pitfalls of uncritical reliance on AI, underscoring the need for human oversight and ethical diligence. As Africa continues to refine its regulatory frameworks for AI, legal practitioners must strike a balance between embracing innovation and safeguarding the principles of accountability and professionalism that underpin the legal profession.

Tevin Ramalu is an Associate Designate and Lemont Shondlani a Candidate Legal Practitioner in the Corporate Department. Supervised by Amy Eliason, a Director | DLA Piper Advisory Services

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

GHOST BITES (Accelerate Property Fund | Life Healthcare)

Accelerate waves goodbye to Portside (JSE: APF)

The best view in Cape Town has a new buyer

I’ve had the immense joy (quite recently, actually) of seeing the view from the top of the Portside building. It’s every bit as spectacular as you imagine it would be. In case you aren’t familiar with the Cape Town CBD (the only functional CBD in the country), Portside is the very tall glass building.

It’s been a painful trophy for Accelerate Property Fund, adding to the overall illusions of grandeur that got the fund into huge trouble in the first place. COVID was of course a disaster for office property, so owning the most impressive building of the lot just meant having bigger headaches. Accelerate is focused on turning the Fourways Mall around, so they can’t afford to have any other risks right now.

After making it pretty clear recently that the “For Sale” sign was outside the door of Portside, the Accelerate has now agreed a deal with Cavaleros Group Holdings for Accelerate’s proportionate ownership in the office tower. This means floors 9 – 18, along with 623 parking bays and the common areas. I checked the last annual report and based on the GLA that I found, this means a complete exit for Accelerate from the building.

The price? R580 million. The last valuation? R609 million. That’s a discount to net asset value (NAV) of just 4.7%. Meanwhile, Accelerate is trading at R0.50 per share and the NAV per share as at September 2024 was R2.60. Clearly, the discount achieved on the Portside sale is actually a massive premium to what the share price is implying.

This stock is looking more interesting by the day. They just need to keep the bankers at bay while continuing to deliver improvements at Fourways Mall.


Life Healthcare shareholders love the LMI deal (JSE: LHC)

You won’t often seen an approval rate this high

Life Healthcare recently announced a deal to sell Life Molecular Imaging (LMI) to Lantheus Holdings. The back story is that Lantheus is the counterparty to the sub-licensing agreement linked to LMI that was announced in mid-2024. During the due diligence process, Lantheus liked the asset so much that they wanted to buy the whole thing!

It’s an elegant deal for Life Healthcare. They expect to receive net proceeds of around R3.7 billion, most of which will hopefully be paid to shareholders as a special distribution within the next year. Importantly, they retain upside exposure to the LMI products, based on an earnout linked to US and global sales. The global rollout is therefore a pressure point for the Lantheus balance sheet rather than the Life Healthcare balance sheet, with Life still able to take a clip of the future economics.

I’m therefore not surprised to see that the deal got nearly unanimous approval at the Life Healthcare shareholders meeting. It’s a clever deal that has supported a 29% increase in the share price over the past 12 months.


Nibbles:

  • Director dealings:
    • A director of a major subsidiary of AVI (JSE: AVI) received share awards and sold the whole lot to the value of R874k.
    • The company secretary of Bidvest (JSE: BVT) sold shares worth R807k that were related to a share award. The announcement isn’t explicit on whether this is only the taxable portion.
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