Monday, September 15, 2025
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War in Ukraine – sanctions, gas and cold winters

Chris Gilmour puts on his geopolitical hat and updates us on the sanctions against Russia, the energy crisis facing Europe and the extent of the Ukrainian resistance.

One of the major factors contributing to the current bout of high inflation and interest rates globally is the continuing war in Ukraine. What began as a limited special operation that was only supposed to take three days has turned into a nightmare not only for Ukraine and Russia but for most of Europe and many other parts of the world.

The war grinds on

Over six months later, the conflict has deteriorated into a grinding war of attrition, with seemingly no end in sight. But at least the rationale behind Russia’s invasion of Ukraine is becoming clearer, and Ukraine’s resistance has stiffened to a point that few if any observers thought possible at the outset. The bottom line is that this war could well drag on for years, in which case higher inflation and interest rates are likely to remain a feature of the global economy for equally as many years.

Global recession looms on the horizon and Europe is likely to bear the brunt of it.

The EU has adopted a non-negotiable stance with Russia over its invasion of Ukraine, even going so far as to offer Ukraine EU candidate membership status. It will not soften its stance on Ukraine unless and until Russia withdraws its troops. Russia has retaliated by cutting off gas supplies to Europe. The end result has been a massive rise in European gas prices in the past few months, which have had serious inflationary effects.

Russia’s gas has been supplied to Europe primarily via the Nordstream 1 pipeline, a 1,200km pipeline which lies under the Baltic Sea and connects St Petersburg in Russia to north-eastern Germany. The pipeline is owned and operated by Nordstream AG and its majority shareholder is Gazprom of Russia. Nordstream 2, a parallel pipeline, was supposed to have come on stream last year but was halted by Germany after Russia invaded Ukraine. 

An effective Mexican standoff, or gigantic game of “chicken” has arisen between the EU and Russia over its involvement in Ukraine and the supply of gas to Europe. The Europeans are resolute in their resistance to Russia’s aggression in Ukraine and Russia appears equally determined not to supply any further gas to Europe. Currently, Russia’s gas is being flared off near the start of the Nordstream pipeline not far from the Finnish border. The Russians don’t have storage facilities in the area to store the gas and thus their only option if they don’t supply Europe is to flare it off.

In aggregate, Europe’s gas stores are 80% full, which will allow most countries to get to February or March 2023, even if no more Russian gas is supplied.

The EU has also proposed price caps on Russian oil and gas that will remain in place until Russia leaves Ukraine. So a real deadlock has set in. 

In the coming northern hemisphere winter, which starts around November and lasts all the way through February, the mood is going to be very sombre indeed. Germany in particular has put all its energy eggs in one basket metaphorically speaking, by using Russian gas to such a great extent. The question isn’t just about whether or not Germans or Dutch, or Belgians or French or whoever are going to freeze in their homes this winter. Supply of gas will be sourced from somewhere, but at a great cost. No, the biggest single concern is industrial supply of energy. The Germans in particular will have to cut back substantially on their manufacturing capability, purely because the costs of doing business with anything other than Russian natural gas will be prohibitive.

This in turn will lead to recession in Germany and any other country in Europe or elsewhere for that matter that relies on the German industrial machine for its existence.

Back to the battlefield

One of the most surprising things about this invasion is how useless the Russian military has turned out to be. I am from a generation that can remember the Prague Spring of 1968, when Soviet tanks rolled into Prague and crushed Aleksandr Dubcek’s attempt at reform of the communist system in Czechoslovakia. And I have seen the newsreels of the 1956 uprising in Budapest fomented by Imre Nagy that was met with the same amount of brute force. Of course these were very different circumstances, as both Czechoslovakia and Hungary were mere satellites of the USSR but the point is that in those days, the Soviets acted quickly and decisively to quell any possibility of insurrection.

That all changed in later years, when the Soviets had to leave Afghanistan after a decade in that country achieving precisely nothing. Probably the closest comparison that can be made with the Ukrainian conflict is what happened in the renegade region of Chechnya, where the capital Grozny was shelled into rubble during the first Chechen war of 1994 to 1996. Although Russia and Chechnya ceased hostilities for a few years, they erupted again in 1999 and lasted for ten years. These were bloody campaigns, with heavy casualties on both sides.

The Russians have adopted their usual strategy of using massive artillery firepower in Ukraine, just as they did in Chechnya and, incidentally, in the Battle of Berlin in 1945. It’s a simple but effective strategy that relies on pulverising the urban infrastructure to rubble before allowing the infantry to go in and take control of the area that is left. That is what they have done in the eastern and southern regions of Ukraine and have used unimaginably large amounts of ammunition. Retired US General Petraeus, interviewed on CNN recently, said that Russia was using as many artillery shells in a single day as the US used in the entire campaign in the first Gulf War. It has been widely reported that Russia was using 40,000 artillery shells per day at the height of hostilities on the eastern front. Apart from depleting the Russian ordnance supply very rapidly, that type of hammering also takes a huge toll on the big gun barrels as well. If not maintained – which is likely the case in Russia – these guns become useless very quickly.

Other analysts have highlighted that Russian ammunition is often dangerously outdated (more than 30 years old) and can be dangerous to handle. It is not known what capability the Russians have to replenish their ammunition supplies on such a scale that is required for further continuous shelling, but the New York Times published an article last week stating that the Russians are sourcing artillery from North Korea. If this is true, it is pretty desperate stuff and is a damning indictment on the inability of Russia to manufacture and supply industrial-scale artillery shells and rockets.

The Ukrainians, conversely, have been having a fair degree of success in recent weeks and months, especially since receiving supplies of the HIMARS multiple rocket launcher system (MRLS) from the US. HIMARS is much more accurate than the Russian MRLS and has the ability to “shoot and scoot” to avoid detection by the Russians. This has allowed the Ukrainians to specifically target Russian-controlled infrastructure in Crimea and other parts of occupied Ukraine with impunity. It has been especially successful in eliminating Russian ammunition dumps at railheads, as well as bridges and other critical infrastructure in southern Ukraine. It seems likely that Ukraine may be on the verge of taking back control of the southern city of Kherson from the Russians. Reports are also coming in that Ukraine is advancing rapidly in the Kharkiv area farther north as well.

This is all good and well and is great for Ukrainian morale. But to be realistic, the chances of physically ejecting the Russians from the eastern areas such as the Donbas is likely to be much more difficult than taking back Kherson. The Russian military cannot be far away from ordering a general mobilization of troops in Russia to bolster its flagging capabilities in Ukraine. However, that will likely be a double-edged sword for Russia. On the one hand, it means they will get more troops virtually overnight. But at the same time, these will be conscripts who really don’t want to fight, many of whom will have friends and relatives in Ukraine. Much of the current Russian military comprises ethnic minorities such as Chechens and Mongols, who are reasonably well paid and are effectively mercenaries.

But will sanctions be effective?

Ukraine’s (and the west’s) greatest hope lies in the effectiveness of sanctions against Russia. If enough economic and financial pressure can be applied via sanctions, Russia will not be able to finance its war in Ukraine for an extended period of time. But sanctions take time to work properly.

Anyone who lived through the sanctions era in South Africa will remember how much nationalistic pride this instilled in certain sections of the community at the outset. A process of inward industrialisation began and South Africa managed to produce a huge amount of its requirements locally. It was far from being an autarky, mainly because it had to import all of its oil, but it became self-sufficient in many other products and services. However, that situation didn’t last and after a while, the corrosive impact of sanctions really began to bite hard.

The same will happen with Russia, but like the situation with South Africa, it will just take time.

We must also not forget that sanctions-busting almost became an art-form for Rhodesians and South Africans in the 1960s, 70s and 80s. Almost anything could be bought and sold, for a price. Who can ever forget that meeting between Gordon Waddell, Harry Oppenheimer’s son-in-law and director of JCI and Anglo American , and his Soviet counterparts at the Bolshoi Ballet production of Boris Godunov in Moscow in November 1980? When questioned about his appearance, Waddell nonchalantly replied that he was “just passing through”. In reality, although the USSR and South Africa were sworn ideological enemies, at a financial level they did a lot of business together.

The G7 recently managed to institute a policy whereby Russian oil will be subject to a price cap, with estimates of that cap being between $40 and $60 per barrel. Currently, Russia is receiving a shade under $100 per barrel for its Urals crude and even the heavily-discounted oil that it sells to China and India is going for around $70 per barrel.

Trying to calculate a breakeven cost of production for Russian crude is tricky, as it emanates from a variety of locations, although the Urals in Siberia is the main region. Officially, Russian oil companies mention a figure of between $4 and $8 per barrel as being their estimated cost of production, but this seems ridiculously low. IHS Markit estimates a figure of around $44/barrel.  

The mechanism for prosecuting these sanctions is via global shipping insurance. The plan is to ensure that no Russian oil cargoes will be insured by the cartel that runs global shipping insurance. That can even be extended to ports as well. But as illustrated earlier, there are many ways to skin a cat and the Russians will presumably already have alternative shipping plans ready.

Russia’s potential Achilles Heel: the permafrost

Russia is a major player in global energy markets, being one of the world’s top three crude producers, along with Saudi Arabia and the United States. Russia relies heavily on revenues from oil and natural gas, which in 2021 made up 45% of Russia’s federal budget.

In 2021, Russian crude and condensate output reached 10.5 million barrels per day (bpd), making up 14% of the world’s total supply. Russia has oil and gas production facilities throughout the country, but the bulk of its fields are concentrated in western and eastern Siberia. In 2021 Russia exported an estimated 4.7 million bpd of crude, to countries around the world. China is the largest importer of Russian crude (1.6 million bpd), but Russia exports a significant volume to buyers in Europe (2.4 million bpd).

Russia is the world’s second-largest producer of natural gas, behind the United States, and has the world’s largest gas reserves. Russia is the world’s largest gas exporter. In 2021 the country produced 762 billion cubic metres (bcm) of natural gas, and exported approximately 210 bcm via pipeline.

The bulk of Russian oil and gas comes from the far east of this enormous country, specifically Siberia, where the ground is referred to as permafrost. Permafrost is what it sounds like; it rarely gets unfrozen and that impacts pipelines, both oil and gas, though in different ways. Russian oil from Siberia freezes if it doesn’t keep moving, due to the fact that all crude oil contains an element of water and the water freezes at a much higher temperature than oil.

Russian oil companies have to ensure that their pipelines are insulated so as to avoid freezing, especially in harsh winter conditions.

Thus unlike more “normal” oil producers such he US or the Gulf states, Russia can’t just cap its wells during times of lower demand. To do so would result in frozen and burst pipes and in a worst-case scenario, destroyed oil wells. So it’s imperative for Russia that oil continues moving, even if only slowly. That is one of the reasons why it has offered such attractive discounts to countries such as India and China.

Gas is somewhat different. The permafrost in which the bulk of Russian gas is found is warming up in the summer months and the gas pipelines are now encountering subsidence that is adversely affecting them. Maintaining these pipelines under changing conditions is an expensive exercise.

The bottom line: Europe is feeling major pain

However this conflict eventually pans out, there is going to be major pain in Europe, especially during the winter months of 2022 going into 2023. Even if a few rogue states such as Hungary and Italy break ranks with the EU, the majority will go along with the EU decision to rapidly wean the area off Russian energy as quickly as possible.

Recession has probably already arrived in Europe as it has, technically, in the US. Higher energy prices are going to be a feature of life for ordinary people and businesses for the foreseeable future. Business will be able to source alternative energy supplies, but at a prohibitive cost in the main. Certain governments will attempt to soften the pain with so-called price caps for its consumers, such as the measures mentioned in the UK’s new Truss administration’s speech last week. But the damage has been done and trying to reverse this – which is ultimately what is required if inflation is to be tamed – is impossible at least in the short term.   

For its part, Russia is likely to continue looking stupid on the battlefield. Its military is but a shadow of the former mighty Soviet military machine and nothing is going to change there. Sanctions will eventually bite hard into the Russian economy but they will take time and during that time there is always the possibility that the EU’s cohesion and resolve will further break down.

Russian people are no strangers to hardship and there is little doubt that they will just suck it up. They have no choice under the Putin autocracy. The Kremlin has no intention of relenting, not even when the world demonstrably sinks into prolonged recession. In the long term, provided sanctions do work, then Russia will eventually be beaten into submission. At that point it will no longer be able to finance its aggression in Ukraine or any other part of eastern Europe for that matter.

But by then, the world will be a very different place and fossil fuels may no longer be of such great economic importance.

For equity research on South African retail and other stocks, go to www.gilmour-research.co.za.

Ghost Bites Vol 88 (22) – Transaction Capital | MTN | Bell | Caxton

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Corporate finance corner (M&A / capital raises)

  • In an unusual outcome, Transaction Capital’s share price closed 0.78% higher on Friday despite a significant capital raise that saw shares in issue increase by approximately 5%. Having originally intended to raise R1 billion, the company raised R1.28 billion at a price of R35.50 per share, a 4.7% discount to Friday’s closing price. Usually, the share price drops when a capital raise is executed, as investors are diluted at a discount. The fact that the bookbuild was oversubscribed is another strong show of faith in the company.
  • As we’ve seen with a few banks, FirstRand has made the move to acquire its preference shares from shareholders. This is no longer an attractive source of funding under new banking regulations. FirstRand took the route of a scheme of arrangement, as the ideal outcome was to acquire all the outstanding shares. Having been approved by shareholders, the final amount of R100 per share plus a pro rata dividend will be paid on 26th September.
  • There’s action on the shareholder register at Fortress REIT. After Allan Gray increased its stake in Fortress A shares to over 5%, we now see Peresec holding 5.4% of Fortress B shares. This is the prime broking business at Peresec, which means it is probably linked to structures put in place with hedge funds or similar institutional players. There are going to be intriguing movements in this share register as we get closer to Fortress losing REIT status.
  • MTN has upsized its debt capital markets bond auction, which means that investor demand was strong. The initial plan was to raise R2 billion, with an option to increase it to R2.5 billion. The notes on offer varied in tenor (three, five and seven years) with a preference for longer dated notes. The auction on 6 September was massively oversubscribed, with R5.431 billion in investor interest, all within or tighter than price guidance. MTN decided to issue R2.565 billion in notes as follows: R540 million in three-year, R1.04 billion in five-year and R984 million in seven-year notes. This has improved MTN’s ratio of non-rand to rand debt and has improved the debt maturity profile, all while achieving better pricing along the curve. Post-settlement holding company leverage is unchanged at 0.8x and non-rand debt will only be 33% of group debt vs. 42% when interims were released.
  • Value Capital Partners has sold shares in Super Group and now only holds 0.33% of shares outstanding.
  • Having underwritten the recent capital raise, Calibre Investment Holdings now holds 11.7% in Ascendis Health.
  • At PPC’s annual general meeting, the company withdraw the resolution that would give the directors a general authority to issue shares for cash. The board has noted that any potential issue of shares will be put to shareholders for a vote. After an incredible recovery run in 2021, the share price is down over 51% this year.

Financial updates

  • FirstRand released a further trading statement for the year ended June 2022. The range for headline earnings per share is between 576.6 cents and 600.6 cents, representing an increase of between 20% and 25%. The share price has been very volatile this year, currently showing a 6% gain in 2022. Full results will be released on 15th September.
  • Bell Equipment released its interim results for the period ended June 2022. Revenue is up 10%, operating profit is up 15% and net profit has increased by 20%, a perfect example of how leverage works in a business (a percentage change in revenue drives a larger percentage change in profits). HEPS has increased by 19%. The number that sticks out is the net cash flow for the period, which has gone from a R264.2 million inflow in the prior period to a R176.7 million outflow in this period. The biggest swing in cash was in working capital, with the business absorbing nearly R1.1 billion in working capital in this period. The company attributes the higher inventory levels to a planned increase in production volumes, as well as poor performance from certain component suppliers that has now forced Bell to hold higher levels of components. This sounds to me like a structural increase in working capital. No interim dividend has been declared.
  • Caxton and CTP Publishers and Printers released its results for the year ended June 2022. This is a complicated group with several investments in addition to its operating entities, so one has to be quite careful in choosing which lines to use in assessing financial performance. Although HEPS has more than doubled to a 10-year record high of 157 cents, the net asset value per share is only 9.9% higher at R18.87 per share. A major driver of revenue was the return of retailer advertising spend in local newspapers, which creates demand for advertising brochures. The packaging side of the business also did well, as the alcohol and quick-service restaurant industries recovered. There has been a deliberate move in recent years to replace declining publishing earnings with the growing packaging business. The business maintained its margins despite pricing pressures, though it notes that this required a “transparent and flexible approach” with customers and that pricing reviews took place on a more regular basis. As for the strained relationship with Mpact, Caxton notes that it “continues to persevere in efforts to obtain clarity regarding competition related issues as between Mpact and Golden Era, Mpact’s major customer and competitor and co-accused in a cartel case still pending before the Competition Tribunal” – a far more mature statement than the drivel put out by Caxton in its last announcement on this matter. As a reminder, Caxton holds a 34% stake in Mpact and has made noise about working towards control of the company, though nothing formal has happened in that regard. Caxton has declared a dividend of 50 cents per share. The share price closed 5.6% higher at R9.94.
  • York Timber released a trading statement for the year ended June 2022. Detailed results are coming on 20 September. In the meantime, investors can chew on the news of HEPS decreasing by between 73% and 80%. Ugly, isn’t it? Cash generated from operations is expected to be between 50% and 55% lower than the previous year, which is worse than the drop in EBITDA of between 30% and 35%. So not only are earnings significantly down, but there’s pressure on cash flow generation as well. The share price is 33.5% lower this year.
  • The ARC Fund Partnership is returning nearly R20 million in capital to listed group ARC Investments. This will meet the operational cost requirements of the listed company for the next three years. Structurally, ARC Investments is a limited partner in the ARC Fund, which is an en-commandite partnership (typical of private equity structures).
  • For shareholders in Blue Label Telecoms, here’s one for the diary: the webcast of the Cell C annual results for 2021 and interims for the six months to June 2022 will take place on 14 September at 2pm. Here’s the link to register.
  • In the very unlikely event that you are a shareholder in suspended company WG Wearne Limited, you should note that the financial results for 2017 have been restated. This is because the 2018 audit is currently underway (that isn’t a typo). It never ceases to amaze me how messy things can get among the worst companies on the JSE. Don’t ever make the mistake of assuming that an investment in a publicly listed company is always less risky than a private company.

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Operational updates

  • None today!

Share buybacks and dividends

  • Having now sold its stake in Atterbury Europe Holdings for R1.75 billion and as part of a strategy to realise its entire portfolio over the next four to five years, RMB Holdings has declared a dividend of R2 billion. This equates to 141.67283 cents per share, of which 17.98676 cents is a return of capital (and therefore not subject to dividends withholding tax) and the rest is a normal dividend on which tax is payable. The share price closed at R1.94. Yes, 74% of the market cap is going to be returned to shareholders through this distribution.

Notable shuffling of (expensive) chairs

  • Anna Dimitrova will join the board of Vodacom as a non-executive director. From 1 November, she will take the role of Group Financial Controller for Vodafone Group plc, having worked in the group for over 20 years. Vodafone is the controlling shareholder of Vodacom.
  • Kathleen Bozanic has resigned as an independent non-executive director of DRA Global. The reason given is that she has been appointed as the CFO of another company.
  • Anthony Ball did not make himself available for re-election at the PPC AGM.
  • Simon Fifield has been appointed as an independent non-executive director of Redefine. He is currently the CEO of Newpark REIT, a role he will relinquish on 1 November 2022.
  • Linda de Beer is stepping down from the board of Tongaat Hulett after three years, with effect from 30 September. The reason given is that there are increasing demands on her time from other roles.

Director dealings

  • One of Dr Christo Wiese’s investment entities has acquired shares in Brait worth R22.4 million after the close out of a single stock futures contract. The share price is down by around 16% this year.
  • Entities related to Wiese have piled into Shoprite exposure, buying shares in the open market worth R1.75 million and single stock futures contracts with exposure of over R224 million!
  • A non-executive director of CA Sales Holdings has acquired shares in the company worth over R560k.
  • Calibre Investment Holdings (an associate of two of the directors of Astoria) has acquired shares in the company worth over R41.5k.

Unusual things

  • The JSE has paved the way for actively managed ETFs (like Cathie Wood’s ARK structures in the US). This would allow fund managers to have a collective investment scheme structure that is listed on the JSE rather than accessible as a unit trust. It will be very interesting to see what happens here, as it could make life a lot easier for retail investors! If you’re interested, you’ll find the approved amendments to the JSE Listings Requirements at this link.
  • The trading halt on MC Mining shares on the Australian Stock Exchange has been lifted, after being put in place in response to substantial share price action despite no new updates being in the market.

Ghost Bites Vol 87 (22) – Capitec | Transaction Capital | Tongaat Hulett

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Corporate finance corner (M&A / capital raises)

  • With a market cap of R26 billion, Transaction Capital is now raising R1 billion through a placing with institutional investors. The group currently holds 74.9% in WeBuyCars and is looking to acquire another 15%. This brings the put and call arrangement forward, as Transaction Capital is keen to deploy more capital into a business that it knows and loves. Interestingly, the remaining 10% is held by the founders (5% each) and they will defer their put options (the right to sell) to the 2027 and 2028 financial years, but not later than 2030. Transaction Capital will forego its call option on the remaining shares, so these shareholders could technically elect to remain in WeBuyCars forever. The capital will also be used for the GoMo business that will be housed in SA Taxi (refer to the snippet in the operating updates section below for more details). Some capital will be leftover for general group purposes. The announcement came out after market close, so you can expect to see share price pressure on Friday morning.
  • As part of its repurchase programme to try and undo some of the discount to net asset value that the management team so successfully created over time, Prosus has sold 1,115,000 shares in Tencent, reducing the total ownership in the Chinese tech giant to 27.99%. Another 192 million shares are being moved from certificated form into the dematerialised format in Hong Kong, which would pave the way for further sales in an “orderly way” over time. Whilst it makes sense from a finance theory perspective to sell the Tencent shares and repurchase the discounted Prosus and Naspers shares, it also increases the concentration of non-Tencent assets in the group, most of which really aren’t attractive in my view.
  • Absa has confirmed that Barclays holds just 0.02% of the issued share capital of our local bank. As for why there is still a small shareholding left, I can only assume that the bank holds it on its balance sheet as part of a hedge for a derivative structure somewhere or perhaps in a securities-related book. Either way, the strategic stake is gone.
  • The potential take-private of OneLogix is really dragging on now. The first announcement about a potential deal came out in December 2021. Since then, “negotiations have been in progress” and there’s still no guarantee of any kind of offer on the table. The financial performance of the company deteriorated sharply in recent times and of course the conflict in Ukraine came as a shock, so there are some reasons why it should be taking this long. Still, this is a case of you-know-what or get off the pot.
  • If you are a tax professional or you are interested in this field, you’ll want to read PSG’s announcement about the apportionment of tax cost for the unbundled shares. If you don’t fit into those categories, watching your grass grow will be a more entertaining use of time.

Financial updates

  • Tongaat Hulett released an update that ticked practically every box: debt restructuring, trading statement, operational update and further cautionary! I decided to put it in the financial section, as Tongaat’s terrible financial situation is driving all this news. There is R6.3 billion of excess debt in the South African operations, which is simply unsustainable. This number is R800 million worse than a year ago, as 2022 saw a significant cash outflow due to operating conditions. Net debt is R6.6 billion, of which R5.4 billion is owed to South African lenders and the balance is trade finance owed to the South African Sugar Association. There’s another R1 billion in debt in the African operations. To make it worse, there is a working capital shortfall in the 2023 financial year as existing headroom on the debt isn’t enough to fund the milling season. The board is currently considering options including an equity capital injection at various levels in the group or a disposal of some or all of the African operations. To keep the lights on while everyone figures this out, the lenders are working with Tongaat to structure a suitable facility. The banks are clearly scared here, as they haven’t invoked the interest rate ratchets on the debt (a penalty rate for breaching covenants). Tongaat is also negotiating with other potential lenders to secure a further R750 million. Although HEPS hardly matters right now, the range for the year ended March 2022 is -676 cents to -632 cents per share. The prior period was originally reported as -631 cents but was subsequently restated to -440 cents per share.
  • There was finally something to smile about for the long-suffering punters who have been short Capitec throughout its period of being “overvalued” – one of the most highly debated valuations on the market. In a trading statement for the six months to August 2022, Capitec noted that HEPS will be between 15% and 18% higher. That sounds ok until you consider that it has been trading on a Price/Book of higher than 8.5x at times. For reference, a really good bank can trade closer to 2x book if it is delivering outstanding Return on Equity (ROE). This kind of growth just doesn’t justify the Capitec growth rate and was below market consensus. If you are priced for perfection, you just can’t afford to slow down. The share price closed 9.4% lower!
  • In stark contrast, Sasfin closed 2.8% higher, thanks to guided HEPS growth in the year ended June of between 19.1% and 27.3%. Unlike Capitec, the market doesn’t put much faith in Sasfin and it trades at a modest valuation. When things improve, the share price can be rewarding!
  • Sanlam has now released its detailed results for the six months ended June 2022. It’s been a tough period, with HEPS down by 7%. The top line story is negative, with a 7% drop in life insurance new business volumes, a 2% decrease in net client cash flows and a significant 17% decrease in value of new covered business. The swings are rather wild at net earnings level, with life insurance up 23%, investment management up 25% and credit operations up 22%. This means that core demand for services was down (hence the decrease in revenue) but the impairment and mortality environment was much better than in the comparable period. Those earnings increases were more than offset by a 57% decrease in the general insurance earnings. The company has acknowledged the investigation by the Competition Commission regarding pricing practices in the life insurance industry and has reiterated that “all pricing practices within Sanlam Life are in the best interests of customers” – investors will watch this one closely! The share price is down by around 10% this year.
  • Advanced Health released its financial statements for the year ended June 2022. This group operates in the South African and Australian markets, with over 40% of the population of Australia having private healthcare cover. Advanced Heath operates in that country through Presmed Australia, a business which recently increased its shareholding in the Metwest business by a further 10% to 57%. It also acquired 40% in a day surgery in Tasmania. The group notes that South African medical schemes are aligning themselves to the day hospital model as a cost-effective alternative. In this period, the Australian business generated profit after tax of R62.6 million and the South African operations generated a loss of R41.1 million before tax (the tax issue becomes tricky when there are losses). The group has cash flow issues in South Africa because of the losses, which isn’t great. At group level, the headline loss per share is 5.82 cents, a small improvement on last year’s loss of 6.82 cents per share. Advanced Health’s ability to continue as a going concern depends on the directors managing to procure funding for the local operations or selling strategic investments. This illiquid stock has lost over 62% of its value in the past five years.

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Operational updates

  • Anglo American Platinum has revised its production guidance. Sub-standard materials were delivered for the Polokwane smelter rebuild, which will cause a two month delay to the completion of the project as well as a built-up in work-in-progress inventory. Without doubt, it is better to be delayed than to rebuild the smelter at lower quality than planned, so it’s just as well that the quality control processes picked this up. It’s a significant knock though, with production and sales guidance for 2022 revised down to 3.7 million – 3.9 million PGM ounces (vs. 4.0 – 4.4 million previously). The share price closed 4.6% lower on this news.
  • As part of the news of an accelerated bookbuild to increase the stake in WeBuyCars, Transaction Capital also released an operational update. Overall, the group is expecting HEPS for FY22 to grow at a rate in line with historic rates, driven by Transaction Capital Risk Services (TCRS) and WeBuyCars. The latter is now the group’s largest business, generating almost half of headline earnings. The business continues to outperform on key metrics and the higher penetration of finance and insurance (F&I) products is a core driver of growth. I am a shareholder in Transaction Capital and certainly a fan of the business, so I found it pretty weird that a product called GoMo offers F&I solutions and will form part of the SA Taxi segment, even though the service is being offered within WeBuyCars. That just sounds like they are trying to make the SA Taxi segment look a lot better, as it has been the pressure point for the group (FY22 earnings will be down on FY21). Even if the business will benefit from SA Taxi’s fundraising capabilities, why build this business in an entity that has outside shareholders like SANTACO? I’ve included the excerpt from the SENS announcement below so you can decide for yourself:
  • The business rescue process at Rebosis is well underway, with the first meeting of creditors scheduled for 13 September. Lenders and creditors will be asked to prove their claims and will be updated on the process going forward. It will be held online, thereby reducing the risk of fists being shaken.

Share buybacks and dividends

Notable shuffling of (expensive) chairs

  • Altron announced the resignation of FluidRock Governance Group as Interim Company Secretary and has appointed Ms. Mbali Ngcobo as the new Interim Company Secretary. The placement of a permanent company secretary will hopefully be concluded in due course!
  • SilverBridge Holdings announced a couple of director changes related to the offer by ROX Equity Partners, as at least one major shareholder has sold out (hence the appointed representative on the board is leaving) and ROX has appointed its own representative.

Director dealings

  • A director of a major subsidiary of Tharisa has acquired shares in the company worth R418k.

Unusual things

  • MC Mining’s share price has gone insane, up over 300% in the past six months. In the last few days alone, it has jumped over 35%. A trading halt has been put in place on the Australian Stock Exchange where the real liquidity is, with trade allowed to continue on the JSE and London Stock Exchange. The company also reiterated that there is no new news, with the previously disclosed position still applicable: MC Mining is advancing the funding process for the Makhado hard coking coal project and there is no guarantee that a capital raising will be completed. Further to this, the company also took the opportunity to renew its cautionary announcement.
  • Kibo Energy issued convertible instruments to directors and management in settlement of outstanding fees. As this is a related party transaction, an external advisor had to opine on whether the issue is fair and reasonable. This opinion has now been given.

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

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Exchange Listed Companies

The Industrial Development Corporation (IDC) is to become a 43.75% shareholder in New Okiep Mining (NOM) alongside Orion Minerals which will hold the remaining 56.25% stake. NOM will acquire the prospecting and mining rights from Southern African Tantalum Mining (SADTA) in which the IDC is a 43.75% shareholder. The IDC will then sell 22.22% of its shares in NOM to BEECo, an entity led by Lulamile Xate. Community and Employee Trusts will each acquire a 5% economic participation interest in NOM, resulting in a B-BBEE ownership of approximately 30%.

Old Mutual has acquired 100% of licensed non-life insurer Generic from various parties including RH Bophelo. The 30% stake held by subsidiary RH Financial Services was disposed of for a cash consideration of R90 million. Details of the consideration paid for the remaining 70% was undisclosed.

The August 2021 deal announced between Shoprite and Massmart for the sale by Massmart of its Rhino Cash and Carry and Cambridge Food businesses, the Fruitspot business and Massfresh Meat business and 12 Masscash Cash and Carry stores has hit a stumbling block. The R1,63 billion deal has been objected to by the Spar and Pick n Pay in a submission to the Tribunal claiming that if the discount brands were sold to Shoprite, it would lessen competition in the market and create a dominate retailer.

Unlisted Companies

Swedish firm Epiroc, a productivity and sustainability partner for the mining and infrastructure industries, has acquired local mining equipment manufacturer AARD in a deal where financial details were undisclosed.

GardenRouteMan Auto, a black-woman-owned heavy truck dealership, has received an investment of R13,5 million from Volkswagen South Africa’s B-BBEE Initiatives Trust.

Host Africa, a provider of Cloud Server solutions in South Africa, has acquired DigiServ Technologies, a South African web hosting provider and the leader in low-cost web hosting. Financial details were undisclosed.

TSK Interiors, a local black-owned commercial interior fitout and construction company, has received an undisclosed investment from the Vumela Fund. The funding will be used to scale the business by providing liquidity to capitalise on larger and more resource-intensive opportunities.

Octiv, a local gym management software platform, has closed an eight-figure series A funding round led by Knife Capital. Funds will be used to further scale the business internationally. Octiv has a presence in 27 countries, predominantly in Europe with a membership of over 60,000.

South African healthtech startup BusyMed, has raised undisclosed funding to scale the business and further improve access to pharmacies by improving its technology stack to offer automated and optimised digital healthcare services.

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

Weekly corporate finance activity by SA exchange-listed companies

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As part of the continued Prosus and Naspers repurchase programme, Prosus has advised that it has sold a further 1,115,000 ordinary shares in Tencent to fund the repurchases. Prosus total ownership in Tencent now stands at 27.99%.

As mentioned at its annual results presentation in August, MAS plc will take a secondary listing on A2X as of September 14, 2022. MAS will retain its primary listing on the Main Board of the JSE and its issued share capital will be unaffected by the secondary listing.

A number of companies announced the repurchase of shares

Invicta has repurchased 4,011,200 shares for an aggregate consideration of R108,45 million. The general repurchase was funded from cash generated from operations.

Glencore this week repurchased 12,880,000 shares for a total consideration of £59,58 million. The share purchases form part of the second part of the Company’s existing buy-back programme which is expected to be completed over the period from August 4, 2022 to February 14, 2023.

South32 repurchased this week a further 5,296,095 shares at an aggregate cost of A$21,73 million.

Prosus continued with its open-ended share repurchase programme. This week the company announced that during the period 29th August to September 2nd 2022 a total of 3,453,497 Prosus shares were acquired for an aggregate €214,37 million.

British American Tobacco repurchased a further 960,000 shares this week for a total of £33,21 million. Following the purchase of these shares, the company holds 208,114, 782 of its shares in Treasury.

Two companies issued profit warnings. The companies were: Metair Investments and Advanced Health.

Five companies this week issued or withdrew cautionary notices. The companies were: Chrometco, Conduit Capital, Onelogix, MC Mining and Tongaat Hulett.

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

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

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DealMakers AFRICA

UK-based power company Bboxx has acquired PEG Africa, a pay-as-you-go solar energy company in West Africa. Via its financing model, it enables customers to replace polluting fuels spend with solar energy spend. PEG has recently expanded its financing deployment capabilities to include solar water irrigation and bigger solar power systems for SMEs. The acquisition consolidates Bboxx’s position as a leading source of clean energy solutions in Africa with over 35 MW of installed solar capacity.

Eni, the Italian energy company, has acquired from BP, its upstream business including its interests in the gas-producing In Amenas and In Salah concessions in Algeria. Financial details were undisclosed.

Pwani Oil Products, a Mombasa-based manufacturer, has acquired Kartasi Industries, a manufacturer of stationery products based in Nairobi, through a newly created entity called Kartasi Products. The deal, the value of which was undisclosed, represents a strategic move by Pwani to diversify its business.

Enppi, a provider of fully integrated engineering, procurement, construction supervision and project management services, and Petrojet, a state-owned construction arm of the Egyptian Petroleum sector, have acquired Star Gas’ 50% stake in the International Company for Drilling (ICD) for US$117,6 million. The ICD manufactures, assembles and maintains covers and conducts which regulates pipes. Following the closure of the deal, Enppi and Petrojet will each hold a 40% equity stake in ICD with the remaining 20% owned by existing shareholder South Valley petroleum.

Nigerian Metaverse Magna, a crypto gaming platform, has secured US$3,2 million in seed funding from investors Wemade, Gumi Cryptos Capital, HashKey, Tess Ventures among others. The funding will be used for expansion of the WEMIX ecosystem in Africa.

NowNow, a fintech platform based in Lagos, has raised US$13 million in a seed round led by NeoVision Ventures, and India-based DLF Family Office. The funds will be used to grow its platform, team and marketing capabilities.

el-dokan, a specialist in enterprise e-commerce solutions in MENA, has successfully secured US$550,000 in a pre-seed round led by local and regional investors including Flat6Labs, EFG EV, Hala Ventures and 500 Global. The investment will be used to increase market share.

3atlana, an Egypt-based car service app, has closed a six-figure seed round from Ghabbour Auto, a local automotive company. Funds will be used to strengthen its AI system.

Carzami, an online retailer for quality used cars and vehicle financing, has closed a pre-seed round led by Contact Financial Holding. Together with an inventory financing facility, Carzami will use the funding to launch its innovative model for a digital car dealership which provides transparency and convenience.

Leading Edtech platform in the MENA region, Emonovo, has raised an undisclosed bridge round by strategic angel investors from the US, Europe and MENA and a follow-on investment from Flat6Labs. The investment will be used to boost the new brand strategy and fuel growth in university onboarding and student recruitment through the platform.

Duplo, a Lagos-based platform digitising payment flows for African B2B enterprises, has raised US$4,3 million in a seed funding round. The capital injection from Liquid2 Ventures, Tribe Capital, Y Combinator among others, will be used to launch new products and expand into new business verticals in Nigeria.

All On, an impact investment company has invested £1 million in Mobile Power, a Nigerian alternative power company. The funds will be used to increase growth of All On’s pay-per-use battery sharing platform MOPO. The MOPO offering removes the product acquisition challenge from the equation for underserved homes and micro businesses in Nigeria by empowering them to secure the energy only when needed by renting 50Wh-1000Wh lithium-ion batteries for 24-hour periods.

DealMakers AFRICA is the Continent’s M&A publication
www.dealmakersafrica.com

Thorts: The impact of macroeconomic volatility on M&A activity in 2022

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The first half of 2022 has brought with it a significant divergence from the global M&A activity that we saw in 2021. The main indicator of this change is deal values which, according to data compiled by Bloomberg, have fallen by 17% year-on-year to $2,1trn. Unfortunately, there appears to be little light at the end of this gloomy tunnel.

Global macroeconomic volatility is set to continue, if not increase, heading into the second half of the year, on the back of rising inflation, escalating interest rates and the protracted Russia-Ukraine conflict. This is likely to sustain the downward trend in global M&A activity for the foreseeable future.

In its latest annual report, the Bank for International Settlements (BIS) warns that leading economies are dangerously close to tipping into a high-inflation scenario that will prove difficult to reverse. The fears expressed by BIS appear founded when you consider that the inflation baskets of more than 60% of advanced economies and just over 40% of emerging economies are now reading higher than 5%.

As a result, central banks around the world face an impossible decision. Do they continue to combat inflation via aggressive interest rate hikes, and risk the possibility of recession as a result? Or do they accept higher inflation as a new reality, which may cause financial instability in the medium to long term.

While energy prices have soared as European nations scramble to find alternatives to Russian gas supplies, South Africa’s power utility, Eskom, has been left relatively unscathed by the energy impacts of the war, thanks to its primary reliance on coal to generate most of its power. Of course, this is of little comfort to South Africans who have had to endure record levels of load shedding as Eskom’s power plants continue to deteriorate at an alarming pace, thereby placing additional strain on the economy.

The steady deterioration in the value of the rand over the past number of months is fuelling this challenging situation. In the first half of the year, the rand benefited from high commodity prices that lifted the current account into a surplus, with inflation rates supported by a particularly hawkish stance by the South African Reserve Bank. While the national currency had been fairly resilient during the first two quarters of the year, recent sharp declines point to the likelihood that it is finally beginning to succumb to the fears of a US recession.

South Africa also remains highly exposed to any decline in demand for the country’s raw-material exports, which would curb a vital source of foreign exchange. One can observe a positive correlation between the value of the rand and the price of industrial metals.

On the slightly more positive side, the prospect of a global recession may result in downward pressure on oil prices, which may help control inflationary increases. However, the consequence of lower oil prices would be a stronger US dollar, which would then put additional pressure on emerging-market currencies, not to mention having the effect of increasing funding costs.

All of this makes for a very challenging backdrop for M&A activity in the coming months, and possibly years. With projections for further rate increases in the second half of 2022, going into 2023, and the local currency forecast to hit R17.50 against the US dollar by the end of 2022, it’s likely that companies will continue to find it challenging to pursue large, strategic acquisitions in the coming months.

Of course, challenges often bring with them at least some opportunities. There is a possibility that all the macroeconomic pressures outlined here may serve to fuel the market consolidation trends that have been seen in certain industries and sectors of late. If so, some companies may be prompted to seek out merger and acquisition opportunities rather than avoiding them. Despite the economic headwinds, most organisations recognise the need to adapt to fast-changing consumer behaviours and preferences, bolster the resilience of their supply chains and align with the global sustainable development imperative; and for many businesses, one of the most effective and efficient ways of doing so remains mergers or acquisitions.

So, while the slowdown in M&A is likely to continue for some time, the deal market certainly hasn’t ground to a complete halt. However, we can expect to see a far more cautious and measured M&A sector during the remainder of 2022.

Deshan Pillay is an Analyst: Corporate Finance | Nedbank Corporate and Investment Banking.

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

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

Save 40% on Who Owns Whom mining sector research

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In an exciting collaboration, Ghost Mail readers can access Who Owns Whom research reports, industry overviews and organograms at a significantly discounted rate. These reports provide invaluable deep dives into the local and African markets and are used by many local institutions.

There was a time in this market when you literally couldn’t give your mining stocks away. It wasn’t even that long ago really, as the industry that South Africa was built around was on the brink of collapse. With depressed commodity prices, ongoing labour disputes and of course the tragic events at Marikana, there were truly tough times in the industry in the past decade.

Thankfully, things are now looking a lot better. Commodity prices have spiked in the aftermath of the pandemic, driving an inflationary cycle across the world. South Africa has been a beneficiary of this, helping to reignite our economy after Covid.

Ok, “ignite” is perhaps a strong word after the latest tepid GDP growth number was released. Still, where would we be as a country if this industry wasn’t performing well again?

The team at Who Owns Whom has released two recent reports on the mining sector. As they point out, mining output exceeded R1tn for the first time in 2021 on the back of record commodity prices. There has been a significant related increase in employment numbers. Of course, there’s always a frustration when it comes to doing business in South Africa, in this case the poor performance of rail and port infrastructure that has plagued our exporters. Transnet’s challenges are well documented.

In the South African Mining Industry Trends Report, the researchers highlighted the following SWOT analysis while noting a favourable overall outlook for the sector:

In the more recent Service Activities Incidental to Mining of Minerals in South Africa Report (hot off the press – released in August 2022), the researchers reiterated the favourable conditions in the sector. Companies like Stefanutti Stocks and Murray & Roberts were quoted in this report, so there are important insights in here for investors in this sector.

If you use the discount code GHOST40 on the Who Owns Whom research platform, you can enjoy a substantial 40% discount on the research. This applies to any report, industry overview or organogram.

Here are the links to the mining reports:

Ghost Bites Vol 86 (22) – Discovery | The Foschini Group | Conduit Capital

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Corporate finance corner (M&A / capital raises)

  • There’s big news from Orion Minerals, with the IDC coming on board to fund 43.75% of the pre-development costs at Okiep. The total budgeted pre-development costs of the New Okiep Mining Company are just over R49 million, with Orion on the hook for R44.5 million and the IDC providing the rest. The IDC will then facilitate B-BBEE ownership by selling 22.22% to a B-BBEE Entrepreneur entity led by Lulamile Xate. Thereafter, Community and Employee Trusts will each acquire a 5% economic participation interest in the company, taking B-BBEE ownership above 30% in line with the objectives of the Mining Charter. When all is said and done, my understanding is that Orion will hold 50.63% economic participation in the asset, the IDC will hold 19.38%, the entity led by Xate will hold 20% and the trusts will hold 5% each. The plan is to finalise the agreements for draw-down on the IDC funding by the end of October.
  • Mpact released an important announcement in the context of its sour relationship with Caxton. I must say, Caxton really hasn’t behaved well in my view, releasing all kinds of inflammatory or odd announcements along the way. Mpact complained to the TRP about elements of Caxton’s conduct and the regulator ruled in favour of Mpact. This means that Caxton is prohibited from making further public announcements in any form about a potential acquisition of Caxton.
  • Etion Limited has released an update on its process of unlocking shareholder value, i.e. selling assets for more than the market price suggested they were worth and then returning that cash to shareholders. For example, the disposal of Etion Connect for R71.5 million has now been finalised. Another disposal underway is the sale of Etion Create to Reunert, for which Competition Commission approval has now been obtained. The sale is still subject to shareholder approval at a general meeting to be held on 21 September. Assuming that goes ahead, proceeds of between R197 million and R210 million should be received in October. Etion has also sold its investment in the Etion Create building for an equity amount of R6.91 million (i.e. net of debt associated with the building). A dividend of R1.5 million was received from the property company before the sale. There’s also a deal to exit the lease for the Etion head office building that expires in October 2027, for which a once-off exit fee of R12 million is payable. The value unlock strategy has been extremely profitable for shareholders thus far.
  • RMB Holdings (unrelated these days to the bank with a similar name) has announced that all conditions have been met for the disposal of the stake in Atterbury Europe to Brightbridge Real Estate for R1.75 billion. The transactions will now be implemented in line with the timetable in the circular. This is a classic example of a managed wind-down of a legacy listed structure that still had solid assets in it.

Financial updates

  • Discovery has released results for the year ended June 2022. The share price closed 10.1% lower, so that gives you an indication of how the market felt about the lack of a final dividend. The year-on-year growth rates are all very high of course, as the base period was impacted severely by Covid. Annualised new premium growth was 6%, which sounds tame compared to growth in normalised headline earnings of 71%. This is because profits in Discovery Life were up by 200% as the mortalities normalised and existing provisions were found to be adequate, so the magic happened further down the income statement. Discovery Insure slipped into the red from the floods in KZN, but this is thankfully a relatively small part of the group. Looking at the more exciting side of the business, Discovery wants spending on new initiatives (Discovery Bank / Amplify Health) to revert to 10% of operating profit. In this period, the rest of the group made R11.5 billion in operating profit and new initiatives posted R2.1 billion in operating losses, so that’s way above the long-term target. Discovery Bank’s loss was R990 million in this period. The bank now has over 470k clients and grew deposits by 30% and advances by 14%. They are working towards having 1 million clients by 2026. The focus is on high quality clients, bringing strong levels of non-interest revenue and a low credit loss ratio of 1.56%. I also want to highlight that Vitality is now in 35 global markets, a truly remarkable export of South African intellectual property. Finally, something to keep in mind is that Discovery is looking to raise equity capital for the Ping An Health Insurance business, an overhang for the stock that is also raising question marks around the dividend prospects. The share price is down more than 22% this year.
  • The Foschini Group has released a trading update for the first 23 weeks of the 2023 financial year. This covers the period from 27 March to 3 September. Group turnover is up 21.6%, with a solid performance in TFG Africa (14.7%), a strong result in TFG London (up 23.5%) and incredibly high growth of 42.3% in TFG Australia. At group level, online sales grew 5.1% and contributed 9.2% of total turnover. Notably, these results exclude the Tapestry Home Brands acquisition. Growth looks really strong in the core TFG Africa categories of clothing (up 17.3%) and homeware (up 15.7%), which contribute a combined 83.8% to TFG Africa turnover. Cellphones only grew by 0.8%, which isn’t great as this category contributes 9.1% to turnover (more than homeware). Cash turnover is 70% of TFG Africa’s total turnover and grew by 13.6% vs. 17% growth in credit turnover. Acceptance rates for credit turnover are lower due to overall economic conditions i.e. the group is being more cautious with credit. Online turnover grew by 19.8% and contributes 3.2% to TFG Africa turnover. This online growth rate is much higher than in the UK and Australia which have a much higher base of online sales participation (37% and 6.7% respectively). The share price is up around 10.5% this year.
  • The show is practically over at Conduit Capital, as the company will not be opposing the liquidation of Constantia Insurance Company Limited. The prohibition on writing of new business and the adverse publicity associated with the provisional curatorship led to brokers and underwriting managers taking the insurance portfolios elsewhere, which has effectively killed off the business. This subsidiary represents 94.4% of Conduit Capital’s revenue. The market cap of the group is now just R46 million and the share price was down 50% by afternoon trade. If there is anything left here for shareholders, it will be tiny.
  • SA Corporate Real Estate released a trading statement for the six months ended June 2022. The group has mostly sold off its office exposure, leaving a portfolio with a focus on convenience-oriented retail centres, logistics and “quality residential” properties. Although distributable income per share is only up 5% vs. the prior period, the improved financial position and operating environment means that the distribution per share will be between 17% and 27% higher.
  • Chrometco Limited released an update on the business rescue process at the Black Chrome Mine, a material subsidiary of the company. The business plan is expected to be published by 14 October, an extension of around six weeks vs. the previously communicated deadline.

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Operational updates

  • Capital Appreciation Group released a business update for the five months to 31 August 2022. The release was driven by the AGM being held on Wednesday. The group notes strong demand from local and international customers for the products and services in the Software division. The digital offering was enhanced by the acquisition of Responsive, with those financial results to be included in full for the first time in the reporting period covering for the six months to September. Headcount in the Software division is up 50% year-on-year including a number of recently qualified graduates, so that gives an indication of growth. In the point-of-sale terminals business, the comparable period saw growth of 68% as the economy emerged from Covid and that level won’t be repeated in this period. Still, growth is expected on a full-year basis. The Android devices offer solid functionality at attractive price points, so economic challenges are driving sales mix in favour of these terminals. The group describes the balance sheet as “very strong” and the divisions are highly cash generative. The share price is down around 20% this year as valuation multiples have cooled off, even though it trades at a modest multiple by tech company standards.
  • I would normally put this in the “unusual things” section but these disasters happen so regularly at Tiger Brands that I’ve started treating them as operational risks. The latest problem is a recall of Purity Essentials Baby Powder after trace levels of asbestos were detected. The share price closed more than 6% lower, bringing to an end a recent rally in the price. The best thing about this is that Tiger Brands is in the JSE Responsible Investing Index, further proof that ESG as it exists today is absolute garbage that gives almost no indication of good corporate citizenship.

Share buybacks and dividends

Notable shuffling of (expensive) chairs

  • Clientele Limited’s company secretary has resigned after 17 years of service. The current Head of Group Legal has been appointed to replace her.

Director dealings

  • A couple of directors of Woolworths sold shares to cover the tax on vested share incentives, which I usually ignore as this is ordinary course of business stuff. As I worked further down the announcement, I noticed that there were other chunky sales. The CFO of Woolworths South Africa sold R1.48 million in shares, the interim CEO of David Jones sold a whopping R5.3 million in shares and the CFO of Country Road Group banked R1.09 million from selling shares.

Unusual things

  • MAS Plc is the latest company to list on A2X, offering an alternative place to trade to the JSE. The primary listing on the JSE is unaffected by this secondary listing.

Ghost Global (Lululemon | Porsche | Best Buy| Bed Bath & Beyond)

Ghost Grads Karel Zowitsky and Sinawo Bikitsha joined forces during a busy week of varsity exams to pull off an excellent edition of Ghost Global.

Lululemon: manifesting returns

Yoga moms, rejoice! Lululemon recently released results for the second quarter of the financial year, proving once again that despite roaring inflation affecting consumers, not all consumers are affected equally. With the right products targeting a high-end niche, inflation is but a small bump in the road.

Lululemon essentially developed the athleisure clothing industry. This has been a hugely popular category in the new reality of working from home and dressing down. The products aren’t Louis Vuitton but aren’t at Nike levels either, creating an interesting price point that is premium enough to be resilient but also not out of reach for many consumers.

The other key element of the model is the direct-to-consumer strategy. Lululemon got this right before people realized how powerful it was, with the likes of Nike now playing catch up. The Finance Ghost and Mohammed Nalla explored this extensively in their report and podcast on Lululemon in Magic Markets Premium:

Source: Magic Markets Premium report on Lululemon, April 2022

The results for Q2’22 revealed a 29% increase in revenue to $1.9 billion, up 28% in North America and 35% internationally. Online sales contributed nearly 42% of net revenue. Although gross margin decreased by 160 basis points to 56.5%, that’s still a very healthy margin.

One of the most important things about this business is that it’s not just the yoga moms who should be rejoicing. The company’s growth strategy is to double revenue from 2021 to 2026, which requires significant growth in men’s clothing as well. The group plans to quadruple its international revenue, so opening new stores in Spain and regional eCommerce platforms is in line with that.

Lululemon’s share price is down nearly 19% this year, a reminder that even the best businesses at the wrong valuation multiple are still bad investments.

Best Buy. Or not.

In stark contrast to its name, Best Buy’s share price is down nearly 30% this year. Ouch.

With a focus on the sale of consumer electronics, this is a classic case of a general merchandise dealer feeling the pinch of consumer demand. As demand for digital goods normalized after the pandemic and stimulus cheques became a distant memory, US revenue fell by 13.1%. International revenue didn’t do much better, down 9.3%.

The impact on non-GAAP diluted earnings per share was particularly severe, dropping by nearly 50% to $1.54 per share for the quarter.

Although a share buyback programme was underway to take advantage of the decline, this was halted in Q2. The cash dividend stuck around though, with $0.88 per share for the quarter. For context, year-to-date dividends are $397 million vs. $465 million in share buybacks.

Weirdly, the CFO sold a tiny portion of his shareholding just a few days before the release of earnings. This wouldn’t be allowed in the South African market, as this would be considered a closed period. With only 890 shares sold and a shareholding of 59,513 shares remaining, perhaps he was just trying to afford lunch in an inflationary economy.

The biggest shock of all at Bed Bath & Beyond

This is sad news: the CFO of Bed Bath & Beyond (Gustavo Arnal, 52 years of age) passed away on Thursday after jumping from the 18th floor of an iconic building in Manhattan. The Jenga Building is perhaps a cruel example of dramatic irony in the context of the company’s operations, which are close to collapse.

Prior to the event, Arnal and activist investor Ryan Cohen were sued under a class action lawsuit for allegedly taking part in a “pump and dump” scheme that would falsely inflate the company’s value. Refer to the previous edition of Ghost Global to learn about Ryan Cohen’s relationship with the company. It’s worth noting that JPMorgan is also on the wrong end of this lawsuit.

This is a scheme that involves fraudsters and market manipulators spreading misleading and false information in an effort to send the share price into a frenzy, profiting along the way by selling the stock at an inflated price. This is not what you want to be accused of in life.

The lawsuit alleges that Cohen initially approached Arnal about a plan to profit from the stock. Over a couple of days in August, Arnal sold shares worth $1.4 million. That’s nothing compared to Cohen, who is believed to have made a profit of around $68 million on his trades after buying nearly 12% of the company in the first quarter of 2022.

The pain just keeps on coming at Bed Bath & Beyond, with the stock down 52% this year and more than 15% after the news of the CFO’s death hit the market. This comes off the back of strategic moves to strengthen the financial position, closing down around 150 stores (out of a footprint of 700+) and laying off 20% of its 32,000 employees. On the plus side, the company announced financial commitments of more than $500 million of new funding.

The company is preparing for a potential offering of up to twelve million shares of common stock, with the proceeds used to reduce debt.

Dial 911: Porsche is coming to the market

In lighter and certainly faster news, Volkswagen AG (VW) announced that the initial public offering (IPO) of Porsche is underway. This is a bold move against a bearish backdrop in global markets, particularly in Europe where the energy crisis is escalating.

To be fair, VW started preparing for this IPO back in February, before all hell literally broke loose in Europe.

Group CFO Arno Antlitz noted that the proceeds from listing Porsche will give the company more financial flexibility. With Porsche valued at $85 million or more, VW only intends to list 12.5% of the stock in the company.

This is an exceptionally complicated shareholding structure, with the Porsche family expected to acquire more than 25% of the carmaker closer to the IPO. Figuring out the VW group’s corporate structure is arguably trickier than designing the next generation 911!

Although car sales are under pressure, the VW group is making good progress in its electric vehicle strategy. There are other very exciting brands in the portfolio as well, including Lamborghini, Bentley and Audi. If you aren’t at the point yet of ordering your new GT3RS, you can at least add some Porsche shares to your portfolio.

Interested in global stocks? Not sure how to do your own research, or looking to supplement your own process? The Finance Ghost and Mohammed Nalla release a weekly podcast and report on global stocks, available for R99/month or R990/year in Magic Markets Premium. The full library is available, giving you over 40 reports to enjoy!

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