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

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Exchange Listed Companies

Sanlam has made an offer to take control of black-owned JSE-listed investment holding company AfroCentric Investment (ACT). The offer is conditional on Sanlam acquiring a minimum of 36.6% and a maximum of 43.9% shareholding in ACT from minorities at an offer price of R6.00 per share – a premium of 49.01% to the 30-day VWAP. Currently Sanlam, through its subsidiary Sanlam Life, holds a 28.7% stake in ACT Healthcare Assets (AHA) which it acquired in 2014 giving it an effective 27% stake in Medscheme. As part of the transaction, Sanlam will transfer its shareholding in AHA to AfroCentric in exchange for a 28.7% stake in AfroCentric. The deal will see Sanlam expand its client proposition to provide a more holistic product offering.

Grindrod Shipping has made a further announcement regarding the potential agreement with Taylor Maritime Investments (TMI). Grindrod Investments which holds c.10.12% stake in Grindrod Shipping will tender its shares to TMI in line with the voluntary cash offer to shareholders of US$26 (this includes a US$5 dividend distribution) per Grindrod Shipping share. The voluntary offer however is conditional on TMI receiving more than 50% of the voting rights from existing shareholders by the expiration time of the offer. Should this minimum stake not be achieved, the deal will not take place.

Ascendis Healthcare shareholders have approved the Ascendis Pharma disposal to Austell Pharmaceuticals in a R432 million deal. The deal was conditional on shareholders not approving the sale of Pharma to Pharma-Q and Imperial Logistics, a R375 million deal first announced in February 2022. In a statement the company said it expected the Austell deal to close by end-October.

RCL Foods is to unwind its BEE transaction announced in 2013 by way of a repurchase of shares. Subsequent to its implementation the company’s share price has significantly declined in value, resulting in the existing BEE transaction being materially underwater at the end of its term in May 2022. The aggregate repurchase consideration is R229,63 million which will be funded from the company’s cash resources. Since the shares to be repurchased amount to over 5% of the company’s issued share capital, the repurchase is treated as an affected transaction requiring the appointment of an independent expert.

Spear REIT is to acquire the industrial property known as The Island in Milnerton for R185 million from Inospace 2. The deal is in line with the company’s strategy to increase exposure in the logistics, urban logistics and bulk warehousing in the Cape Town Metropol.

Heriot has released its offer circular to Safari Investments RSA shareholders detailing its firm intention to make a general offer of R5.60 per Safari share. The offer will remain open until 25th of November. An independent expert will now be appointed by the Safari board to opine on whether the offer is fair and reasonable.

In a small related party deal, Famous Brands has acquired the properties 478 James Crescent and 37 Richards Drive, both in Midrand.

Unlisted Companies

Cape Town-based EXEO Capital, an alternative investment partner in sub-Saharan Africa, has acquired The Vital Health Food Group through Nurture Brands, the convenience foods platform in EXEO Capital’s Agri-Vie Fund II. Vital is a local manufacturer and distributor of vitamins, minerals and supplements. Financial details were undisclosed.

Sakhumnotho Group, a local equity investor, has acquired a 25% stake in the Boschkrans Boerdery Business, a producer and exporter of citrus and tables grapes. The investment will further Boschkrans strategic vision to be a global role player in the production and marketing of fresh produce.

Mineworkers Investment Company (MIC) has added to its impact investing portfolio in a deal which will see it take a 24.85% stake in TooMuchWifi for an undisclosed sum. Funds will be used to grow the business and so expand access to affordable data by customers and their communities.

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

Weekly corporate finance activity by SA exchange-listed companies

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Datatec is to distribute to shareholders the entire initial gross proceeds of £135,1 million received from the sale of Analysys Mason. Shareholders will receive a special dividend of R12.50 per share with the option of a scrip distribution alternative.

As part of its capital optimisation strategy, Investec ltd acquired on the open market 1,714,710 Investec plc shares valued at £6,6 million (LSE and BATS Europe) and 1,657,834 Investec plc shares for R128 million (JSE). The shares were purchased between 3rd and 7th October, 2022. Investec will purchase a maximum aggregate market value equivalent of R1,2 billion. The purchase programme commenced on 3rd October 2022 and will end on or before 17th November 2022.

The JSE and the New York Stock Exchange have signed a memorandum of understanding to collaborate on the dual listing of companies on both exchanges and will also explore the development of new products and share knowledge around ESG, ETFs and digital assets.

The following companies repurchased their shares on the open market:

Astoria Investments has repurchased 19,335 ordinary shares for an average price of R5.63 per share during September 2022. The repurchased shares represent 0.03% of the Company’s issued share capital.

Glencore this week repurchased 15,450,000 shares for a total consideration of £75,61 million. The share repurchases 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 has this week repurchased a further 8,855,043 shares at an aggregate cost of A$33,13 million.

Prosus and Naspers continued with their open-ended share repurchase programmes. This week Prosus announced the repurchase of a further 3,001,749 shares for an aggregate €167,28 million. Naspers repurchased a further 369,148 shares for a total consideration of R871,77 million.

British American Tobacco repurchased a further 815,795 shares this week for a total of £26,9 million. Following the purchase of these shares, the company holds 212,831,564 of its shares in Treasury.

Four companies issued profit warnings. The companies were: Finbond, Datatec, Nu-World and Afrimat.

Five companies issued or withdrew cautionary notices. The companies were: African Equity Empowerment Investments, Afrocentric Investment, Pembury Lifestyle, Conduit Capital and Huge Group.

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

About Capital Management, a Hong Kong-based fund management company has acquired a controlling stake in Seychelles-based cryptocurrency exchange Huobi Global. Financial details were undisclosed.

Egypt’s state-owned National Automotive Company has acquired a 33% stake in Electrified, a Cairo-based content driven community accelerating the adoption of electric mobility.

P2P payment app Telda, has raised US$20 million in a seed funding round led by Global Founders Capital with participation from Sequoia Capital. The Egyptian consumer money app which services unbanked users will use the funds to expand into new markets and build its product offering.

iSupply, Egypt’s B2B pharma platform, has raised US$1,5 million in a pre-seed funding round led by Disruptech. The funds will be used to onboard c.60,000 pharmacies, launch distribution and financing services and expand regionally to Africa and the MENA region.

E-commerce financing platform FlapKap, a tech-enabled revenue-based financing platform in the Mena region, has closed a US$3,6 million seed round. Funds, raised from Bolt by AED, Nclude, Outliers and A15, will be used to increase its capacity to service more e-commerce businesses and to consolidate its position in the region.

Roboost, an Egypt-based delivery management solution startup has secured a six-figure seed round from Falak Startups, AUC Angels with follow on funding from Flat6Labs. Roboost transforms and digitalises business to achieve reduced costs, improve delivery time and increased productivity. The new funding will accelerate growth by enhancing Roboost’s AI delivery management solution and expanding its product offering.

Nigerian health technology company Lifestores Healthcare has raised US$3 million in a round led by Health54, the venture capital arm of CFAO Group and Nigerian early-stage growth equity fund Aruwa Capital Management. The investment will be used to increase the network of health services providers and the existing wholesale distribution capabilities in Nigeria and across Africa.

Holged Group, a provider of primary and secondary education in Morocco and Tunisia, has received an undisclosed investment from Africa50, a pan-African infrastructure investment fund. The funds will be used to further accelerate the expansion of Holged’s network of schools across Africa.

Stears, a Lagos-based data and intelligence company, has raised US$3,3 million in a seed round led by MaC Venture Capital with participation from Serena Ventures, Luminate Fund, Melo 7 Tech Partners and Cascador. Funds will be used to expand coverage geographically by establishing a presence in East and Southern Africa.

Healthtech startup Egypt-based Vezeeta has raised an undisclosed sum to accelerate its organic growth and fund acquisitions across the Middle East and Africa. Investors included Abu Dhabi-based Gulf Capital and Swedish investment company VNV Global.

Purple Elephant Ventures, a Nairobi-based venture studio using technology to improve sustainable travel and tourism across Africa, has secured US$1 million in pre-seed funding. Investors include Canadian Klister Credit Corp, The Untours Foundation and a number of angel investors. Funds will be used to build the next generation of startups to modernize the travel industry.

Nigerian FSDH Merchant Bank has received a US$25 million trade finance facility from the African Development Bank. The approved package consists of a US$15 million trade finance line of credit and a US$10 million transaction guarantee for the merchant bank to provide loans to local enterprises in the agricultural, manufacturing and energy sectors in Nigeria.

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

Thorts: Legal considerations relating to electronic meetings

As more companies convene virtual shareholders’ meetings post-pandemic, they need to follow certain procedures to avoid falling foul of the Companies Act.

The COVID-19 pandemic, the resulting lockdown, and social distancing requirements changed many aspects of life. One of those was companies’ meetings.

The Companies Act, 2008 (the Act) requires all public companies to convene an annual general meeting (AGM)1, and various entities are also required to do so by their relevant constitutions. At the height of the pandemic, electronic participation in meetings (including meetings of shareholders with a large number of attendees) became widespread practice and, in many instances, they included a facilitator.

Convening a virtual AGM may necessitate the use of a facilitator to:

• receive questions from the individual shareholders;

• convey communication to the board or other AGM participants; and

• switch the microphones on and off to control who speaks and when.

In this article, we will discuss the legal considerations relating to virtual meetings of shareholders and their reasonable and effective participation.

Section 63(2)(a) of the Act states that:

“unless the MOI states otherwise, a company may provide for a shareholders’ meeting to be conducted entirely by electronic communication, as long as the electronic communication employed ordinarily enables all persons participating in that meeting to communicate concurrently with each other without an intermediary, and to participate reasonably effectively in the meeting.”

The Act is flexible and recognises that companies may conduct a virtual AGM, if it is not prohibited by the MOI. Some commentators have suggested that electronic participation and voting encourages shareholders to play a more active role in the company’s affairs and would promote shareholder activism.2

Although virtual AGMs are permitted and their convening must comply with the requirements of the Act,3 s63(2)(a) of the Act is yet to be interpreted by the courts. The term ‘intermediary’ is not defined in the Act, but the ordinary meaning of intermediary (mediator or agent, for example)4 would suggest that the Act prohibits any limitation on the rights of shareholders to communicate effectively for themselves or by proxies at a shareholders’ meeting.

We believe that reasonable and effective participation in a virtual AGM (and/or any other meeting of shareholders by electronic means) should (without creating an exhaustive list):

• ensure that the participants are free to speak and pose questions in real time;

• ensure that participants can communicate without excessive moderation and may be allowed to communicate verbally or in writing;

• afford shareholders the same rights as in an in-person AGM; and

• where there is a facilitator, the facilitator must not assume controlling power over the shareholders’ communication and limit their communication as if it were acting as an intermediary (which would contravene s63(2) of the Act).

The King IV Codes state that the board of directors (the Board) should adopt a stakeholder-inclusive approach that balances the needs, interests and expectations of material stakeholders in the best interests of the organisation over time.5 In addition:

• the Board should oversee that the company encourages proactive engagement with shareholders, including at the AGM of the company;

• all directors should be available at the AGM to respond to shareholders’ queries on how the Board executed its governance duties; and

• the Board should ensure that shareholders are equitably treated, and that the interests of minority shareholders are adequately protected.6

It is important to preserve shareholders’ rights in virtual AGMs, and to allow them to hold the Board to account in a reasonable and effective manner. Shareholders must be enabled to participate to the fullest extent at a virtual AGM.

The increase in electronic communication at shareholders’ meetings has become common practice following the pandemic. Consequently, now more than ever, companies are required to ensure that such electronic means adhere to the Act. To improve good corporate governance and compliance with the Act, a company should ensure that shareholders’ rights to participate in a reasonable and effective manner are upheld at a virtual AGM. Also, care should be taken to prevent any facilitator from acting as an intermediary at a virtual AGM, by limiting the participation of the shareholders. The electronic platform used must be accessible, reliable, secure and allow all participants to hear each other in real time. This platform should allow the shareholders to ask questions at any time, and to vote freely and effectively.

1 Section 61(10) of the Act.
2 Cassim et al Contemporary Companies Act (2012) at 379.
3 Sections 62(3) and 63(3) of the Act.
4 As per the Merriam-Webster dictionary definition.
5 Principle 16 of King Code IV.
6 Recommended practices 6, 7 and 9 of the King Code IV.

Ziningi Hlophe is a Partner, Tebogo Moloko a Senior Associate and Lwazi Mthembu an Associate | Corporate at Webber Wentzel.

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

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

Ghost Bites (Grindrod Shipping | Steinhoff | Spear | Zeder)

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Grindrod Shipping announces the Taylor details

Taylor Maritime Investments is looking to take control of Grindrod Shipping

The deal is structured as an offer, which means shareholders can choose to approve it or not. That sounds obvious unless you are familiar with a scheme of arrangement structure, in which shareholders are asked to vote on the deal and if 75% say yes, the rest are forced to sell.

In this case, the minimum that Taylor requires for the offer to go ahead is 50% in the company. In other words, the offer is for control or nothing.

Shareholders will receive an aggregate value of $26 per share, structured as a $5 special dividend and a $21 purchase price from Taylor. This is a 26.8% premium to the last traded price on 26 August, the day preceding the initial announcement of a deal.


An update on Steinhoff

The 64% drop in the share price this year is a reminder of the state of the balance sheet

Steinhoff has taught the world many things. Leaving aside the obvious scandal, it has also taught investors that a group valuation is a function of the underlying operations (like Pepco in Europe) and the balance sheet at group level.

No matter how well the operations are doing, an over-leveraged balance sheet tends to break the story. To that end, part of Steinhoff’s latest update is that the group is engaging with potential lenders about a restructure of the debt with a view to extending the duration. This simply means that Steinhoff is trying to get more breathing space to repay its debt.

Let’s start with Pepco, the pan-European discount retailer in the group. For the year ended September 2022, revenues were up 17.4% on a constant currency basis. PEPCO (the European business) grew 28.7% and Poundland in the UK managed just 5%.

Importantly, most of that European growth is from new stores being rolled out. On a like-for-like basis, PEPCO is up 7.4% and Poundland 2.6%. You can now see the difference that an expanding footprint made to the growth rate in PEPCO.

PEPCO also reports an “exit rate” to give an idea of the current growth run-rate, with September like-for-like growth of 15.5% vs. September last year.

Expected EBITDA of between €735 million and €750 million implies an EBITDA margin of around 15.4% on a constant currency basis.

Of course, growth doesn’t come for free. Net debt of €1,43 billion is an increase of €228 million year-on-year, driven by the store expansion plan and higher net working capital.

These are impressive numbers, especially against the backdrop of difficulties in Europe. The key is that in the core markets of Poland, Hungary and Romania, inflation in clothing and footwear is only a third of the headline inflation rate. The UK also has major issues, but Poundland’s value offering is somewhat resilient as consumers tend to shop down the price curve.

Moving on to Mattress Firm, a mattress specialty retailer with 300 stores in the US, the latest news is that there is no news. The group has been IPO-ready since March 2022 but the market conditions have been terrible. Steinhoff says that it is “exploring strategic options” which could mean a private equity rather than a listing. At this stage, there’s no certainty over the course of action.

The share price was only 0.5% higher on the day of the release, so there doesn’t seem to have been any excitement in these numbers vs. market expectations.


Spear acquires The Island

The Cape Town focused property fund is increasing its exposure to logistics properties

I drive through Paarden Eiland regularly and this deal sounds like a winner. Spear REIT is acquiring The Island from Inospace, perfectly situated in arguably Cape Town’s best industrial area.

The property offers large-scale modern warehousing complexes with roof heights ranging from 11 metres to 14 metres under eaves. For investors, the important point is that there aren’t many properties like this running around in Paarden Eiland.

The purchase price is R185 million and the acquisition yield is 9.75%. The weighted average escalation is 7.6%, the weighted average lease duration is 2.45 years and the vacancy is 0%. That’s exactly what you want to see.

Because the price is more than 5% of Spear’s market cap and less than 30%, this is a Category 2 Transaction. This means that Spear is required to announce the details (which it has done) but shareholders won’t be asked to vote.


Zeder is trading at nearly a 30% discount to NAV

The good news is that much value has already been unlocked

Over the past six months, Zeder’s net asset value per share has dropped by 42.3%. That sounds terrible unless you know the full story, as Zeder is a lot smaller than it used to be for all the right reasons.

For example, the Kaap Agri investment (a 42.2% stake in that company) was unbundled in April. The Logistics Group was sold in March and Zeder paid a special dividend of 92.5 cents per share with the proceeds. A further special dividend of 10 cents per share has now been declared.

The group is now focused on growing the remaining assets and potentially selling them when the time is right.

I was pleased to note that the announcement gives the numbers that explain the value unlock journey. Zeder was trading at R4.23 per share at the end of February 2019. Since then, Zeder paid special dividends of R3.53 per share and unbundled an additional R1.03 per share (Kaap Agri). The current market price is R1.90. That’s R6.46 per share in value vs. a R4.23 starting point in the space of 3.5 years, a return of nearly 53% overall.

Shareholders will now focus on the remaining assets, of which Zaad and Capespan are by far the largest.


Little Bites

  • Director dealings:
    • The CFO of Absa has sold shares in the company worth over R8.7 million.
  • Nu-World Holdings Limited released a trading statement covering the year ended August 2022. Headline earnings per share (HEPS) fell by between 35% and 45%. The company notes just about everything you can think of to explain the drop: the global economy, the riots, weak volume growth, subdued selling price inflation and reduced consumer discretionary spend. Either way, this illiquid stock may see some ugly moves on Wednesday as the announcement came out after market close.
  • AngloGold Ashanti has announced a target of 30% reduction in Scope 1 and Scope 2 Greenhouse Gas emissions by 2030. Emissions have been reduced by more than two-thirds since 2007. The capital cost over the next eight years is $1.1 billion, of which $350 million will be covered by AngloGold Ashanti and the rest will come from third-party providers of renewable energy infrastructure. Between $250 million and $300 million will be raised by the company through green bonds to fund its contribution. The capital will go into wind and solar projects at various operations. There will be other initiatives like the use of battery electric vehicles.
  • In another feel-good story, Orion Minerals is conducting a trial of electrolysis water treatment at Prieska to produce valuable agri-nutrients for local communities. The idea here is to recover valuable agricultural nutrients (like calcium and magnesium) during the upcoming dewatering campaign at the Prieska Copper-Zinc Mine. This sounds like a great initiative and it seems to use locally developed technology as well, so that’s a double-whammy of awesomeness.

Ghost Global (US Banks | GM | Porsche | Samsung)

In this week’s edition of Ghost Global, Ghost Grads Kayla Soni and Sinawo Bikitsha bring us the latest on banks, automobile manufacturers and the world of Samsung.


Get ready for provisions

When US banks report earnings, they will need to adjust for economic conditions

Like a group of toddlers running in the same direction, the US banks report earnings in quick succession. Much like the toddlers, it might become an emotional affair with significant highs and lows.

The bank shares have taken serious pain this year. JPMorgan has lost nearly 37%, Morgan Stanley is down 23% and Goldman Sachs has lost 25% as new listings have dried up.

In an interview on CNBC, JPMorgan’s Jamie Dimon noted “very, very serious things” going on that would push the US into a recession by the middle of next year. Dimon has been in the markets for longer than some of us have been alive, so his opinion matters. With rapidly rising inflation, higher interest rates and the contagion from Europe’s economy, it’s hard to argue with his view.

The bad news never seems to end for these banks, with Morgan Stanley and Bank of America part of the consortium that committed to provide $13 million for Musk’s acquisition of Twitter. This is the same man who has just launched a fragrance called “Burnt Hair” – more like burnt lenders! If the banks tried to offload that debt in this environment, they would almost certainly suffer substantial losses.


General Motors beats Toyota and Ford in the US

Yet nothing can stop the bloodshed in these share prices

This really hasn’t been a good year for automotive manufacturers. The General Motors share price has lost over 47% of its value in 2022 and Ford is down by a frighteningly similar number.

The year-on-year sales numbers for the third quarter tell a different story, with GM’s unit sales up 24.3%. After Toyota experienced a sales decline of 7.1%, GM was able to regain top spot as the country’s top-selling automaker. Ford managed to achieve sales growth of 15.9% in the same period.

With continuing supply disruptions, increasing rates and the risk of recession, the outlook isn’t great for the sector.

Of course, there’s never a dull moment in these corporates. GM has a new COO and among the many things on his plate, there’s GM Financial’s agreement to pay $3.5 million to settle an alleged violation of the Servicemembers Civil Relief Act.


Porsche on pole position

The iconic 911 manufacturer is now Europe’s most valuable automaker

It’s been a volatile start for the P911 stock ticker, trading as high as €93 in Frankfurt before retreating to €85. This isn’t unusual for a new listing, with investment banks sometimes hired under a “greenshoe option” to help stabilise the price after a listing. In this case, Bank of America was the stabilisation manager and “stable” is a relative term here.

With all said and done, Reuters reports that Volkswagen raised 19.2 billion euros from reducing its stake in Porsche. This initial public offering (IPO) was Germany’s second-largest listing on record, so there has been plenty of market attention on this opportunity.

Porsche’s market cap is higher than Volkswagen’s after this listing, with Mercedes-Benz in third place. Further back we find BMW and Stellantis, which is a conglomerate of marginal car brands.

Compared to the rest of the German market, Porsche has the fifth higher market cap overall. Those ahead are Linde, SAP, Deutsche Telekom and Siemans. It turns out that putting the engine in the wrong place is big business.


Samsung slumps

Smartphone demand has dropped as consumers become more cautious

It’s been a productive year for Samsung Electronics Company, with the launch of numerous smartphones and electronics to support the company’s ongoing position as the second-largest electronics company.

So, the real question is this: why has the share price fallen if Samsung remains popular within the target market? It must be the case that Chinese competitors like Xiaomi are hurting demand for Samsung’s products, a function of Samsung’s positioning in the highly competitive Android market. This is why Apple continues to stand apart from the rest.

In earnings guidance released to the market ahead of full third quarter results, Samsung notes that operating profit could fall by over 32% year-on-year. This is the first year-on-year decline in roughly 3 years. The drop vs. the preceding quarter is as high as 25%.

Although we have to wait for detailed results to be released, analysts are estimating a double-digit drop in smartphone shipments. Have smartphones simply become too expensive for this economic environment?

You’re obviously interested in global stocks if you’ve made it this far. There’s a library of 50 research reports and podcasts produced by The Finance Ghost and Mohammed Nalla in Magic Markets Premium. For R99/month or R990/year, the full library is available, along with a new show each week.

Ghost Bites (Afrocentric | Datatec | Tharisa)

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Afrocentric receives a complicated offer from Sanlam

This is a partial offer (an unusual corporate finance tool) at R6 per share

Afrocentric closed at R4.19 on Monday before the news broke on Tuesday of a partial offer by Sanlam. The share price moved to R5.10, still well below the R6.00 offer price. The price differential is being driven by the partial nature of the offer, as there is no guarantee that a shareholder’s entire stake can be sold.

Sanlam wants to acquire between 36.9% and 43.9% of the current share capital of Afrocentric. Sanlam reserves the right to acquire fewer shares or more shares than this range suggests. Assuming that range holds, Sanlam will hold between 55% and 60% of the Afrocentric shares after the transaction. The announcement notes that under no circumstances will Sanlam hold more than 74.9% of the shares in Afrocentric after the transaction.

The rationale here is for Sanlam to integrate Afrocentric’s product suite of affordable medical aid and health insurance products into its ecosystem. This gives Afrocentric access to a much stronger distribution network than it currently has, with the additional benefit of cross-selling other Sanlam products to the Afrocentric client base. There will be the opportunity to develop integrated healthcare solutions going forward.

For Afrocentric shareholders, this is an opportunity to partially liquidate their holdings, something that would otherwise be difficult to do with the low level of liquidity in the stock. Excess tenders are allowed, which means shareholders can try to sell more than their proportional share of the partial offer. Whether those excess tenders are accepted would depend on the total number of shareholders that accept the offer, as well as Sanlam’s decision to acquire more than the guided range of shares.

Critically, Afrocentric will not be delisting.

There’s another trick here, in that a condition precedent to the partial offer is that Afrocentric must acquire the shares held by Sanlam Life in ACT Healthcare Assets Pty Limited (AHA). Sanlam Life currently holds 28.7% in AHA and Afrocentric holds the rest. This would be an asset for share deal in which Sanlam Life would be issued shares in Afrocentric that would give it a 28.7% stake in the listed company. The intention is that the partial offer would then take Sanlam to a controlling stake.

There are effectively two deals here, but one wouldn’t happen without the other.


Datatec’s earnings are significantly lower

But there’s a special dividend of R12.50 per share after the sale of Analysys Mason

In the six months ended August, Datatec had to contend with multiple issues related to global supply chains and the strength of the US dollar, which has caused havoc for many companies.

The company expected Logicalis Latin America to struggle, with some signs of supply chains easing in the region. Going forward, Datatec will report on the Latin America and International arms of Logicalis separately to give investors more detail with which to assess the group.

In both Westcon and Logicalis, the good news is that the backlog remains high and order intake remains strong. Ongoing demand is part of why supply chains haven’t fully recovered.

It’s also important to note that Analysys Mason is still included in these numbers, as the disposal was concluded after the period. When you see the drop in earnings, it’s not because that business was sold. That impact isn’t in this HEPS result.

Headline earnings per share (HEPS) for this interim period is expected to be between 4 and 5 US cents, between 36.5% and 20.6% lower than the prior year. It’s even worse if you look at underlying earnings, which is the company’s way of presenting a cleaner view of the numbers with fewer once-off distortions. On that basis, earnings will be between 63.9% and 51.8% lower.

Related to the disposal of Analysys Mason, the initial proceeds on that sale are being distributed to shareholders in the form of a special dividend of R12.50 per share. There is a scrip dividend alternative that allows investors to receive shares to that value without the incurrence of dividend withholding tax.

The share price closed 2.9% lower at R41.61, so the special dividend is 30% of the market cap.


Tharisa reports higher production numbers

The net cash position also improved significantly from $48 million to $78.6 million

Tharisa is a platinum group metal (PGM) and chrome co-producer that is dual-listed on the JSE and the London Stock Exchange. This makes it both unusual and interesting. The latest production and cash balance numbers for Q4 also point to a company that is operating at a high standard.

Higher rough feed grades and recoveries led to quarterly PGM production increasing by 7.6% vs. the preceding quarter and 13.6% year-on-year. Although the PGM basket price is 10.3% lower vs. the preceding quarter and 16.6% down year-on-year, the production numbers go a long way towards mitigating the impact.

Chrome concentrate production was up 6.8% vs. the preceding quarter and 5.1% year-on-year. Chrome pricing has retreated in this quarter (down 8.5% vs. the preceding quarter) but is still 35.7% higher year-on-year.

The balance sheet is looking good, with a cash balance of $143.4 million and a net cash position of $78.6 million.

The Karo Platinum project is due to break ground in December 2022 and there has been a lot of operational progress with the project, like filling key managerial positions.


Little Bites

  • Director dealings:
    • The CEO of Bell Equipment has acquired shares in the company worth R205k
    • As was pointed out to me by a Ghost Mail reader, Discovery CEO Adrian Gore recently received shares in the company to the value of nearly R3.3 million. Although that’s nothing to write home about given his wealth and position in the company, it’s interesting that he paid the tax out of his own funds and kept all of the shares. The norm is to sell enough shares to cover the tax, so this is effectively a show of faith from the CEO in the current share price.
  • Famous Brands will be acquiring properties from its founders in order to expand and reconfigure the head office and logistics centre in Midrand. The purchase price for the properties is R181 million, which is similar to the values at which the properties were shown in recent financial statements. This is a small related party transaction, so it can only go ahead if the independent expert provides a positive fairness opinion. BDO Corporate Finance has been appointed as independent expert and the opinion has been submitted to the JSE. Interestingly, the company doesn’t confirm whether the opinion is positive or not!
  • Exemplar REIT released an updated trading statement for the six months ended August 2022. The expected increase in the distribution per share is now higher, coming in at between 50% and 51.6%.
  • I haven’t been reporting on the several companies that are busy with regular buybacks. The sheer scale of Naspers and Prosus always deserves a mention though, with Prosus repurchasing shares worth nearly $165 million in the space of a week in early October. In a couple of days, Naspers managed to repurchase $48.5 million worth of shares. That’s a casual R3.8 billion in combined repurchases!
  • Rand Merchant Investment Holdings has issued the documentation required to formally change its name to OUTsurance Group Limited. The expectation is that on 7th December, you would be able to trade in JSE:OUT in your portfolio. I hope they pay regular dividends, otherwise investors won’t always get something out.

Ghost Bites (Altron | Famous Brands | Kumba Iron Ore | Sappi | Sirius)

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Altron reports a big jump in HEPS

The operations seem to be performing well

For the six months to August, headline earnings per share (HEPS) for the continuing operations will be between 40 and 42 cents. In the prior comparative year, HEPS was just 11 cents.

Altron’s operations have performed well, with Altron noting solid performances from Altron Managed Solutions, Altron Karabina, Altron FinTech and Altron Arrow. It’s also important to note that Lawtrust was acquired in October 2021 and so the full impact of that acquisition is sitting in these numbers and not in the comparable period. Another critical point to note that Altron Arrow was reclassified as a continuing operation, so it is not in the base period either.

This means that the year-on-year growth rate of HEPS isn’t particularly helpful. It’s more useful to focus on the earnings range.

Altron is trading at R8.60 and the market didn’t have time to react to this announcement, as it came out just before the close. Let’s see how the market reacts once the numbers have been digested.


A famous recovery

King Steer burgers and Debonairs pizzas are flying out the door again

In a trading statement for the six months ended August, Famous Brands confirmed that headline earnings per share (HEPS) will be up by between 99% and 143%.

Of course, there is a huge base effect here from the pandemic. To really understand this situation, we need to look further back.

I’m too lazy to type it all out again, so I’ll just refer to my tweet on the matter (and invite you to follow me on Twitter if you don’t do so already):

Famous Brands has lost two thirds of its value since the peaks of 2016 and is down 30% this year.


Force manure

The Transnet strike is negatively impacting Kumba Iron Ore (and the whole country)

Force majeure is a legal construct in which a party claims that a contract cannot be fulfilled due to unforeseeable circumstances. Whether or not strike action in South Africa is “unforeseeable” is a debate for another day.

The brilliance of “force manure” is attributed to Capital Sigma on Twitter. I just loved that clever twist the moment I saw it.

The economy will shortly be in the manure if this strike doesn’t get resolved. Mineral exports saved us during the pandemic and we really can’t afford to lose out on this critical source of revenue as a country.

After Thungela downplayed the impact of the strike by noting the extent of its stockpiles in Richards Bay, Kumba Iron Ore has come out with a less favourable story.

Kumba owns just over 76% in Sishen Iron Ore and the updates refer to Sishen’s production and export numbers, so one can argue that only three quarters of the impact is attributed to Kumba. Still, a production impact of 50,000 tonnes per day for the first seven days and 90,000 tonnes per day thereafter is serious. Of greater concern is that export sales will be impacted by 120,000 tonnes per day.

The share price fell nearly 4% in morning trade and partially recovered to close 3.5% down. If this strike continues, a lot more manure will stick to the share price.


Sappi keeps it short and sweet

It took just one paragraph to drive the share price nearly 8% higher at the close

When it comes to SENS announcements, there’s often a lot of fluff on the JSE that needs to be worked through to find the key messages. Sappi certainly wasn’t guilty of that as it provided the outlook for the fourth quarter.

Back in August, management guided a strong fourth quarter notwithstanding inflationary pressures. At the time, the expectation was for EBITDA to be below the record levels in the third quarter. The excitement in the market is because management now expects fourth quarter EBITDA to beat the third quarter i.e. to be a new record.

The company notes that market conditions were stronger than expected and European energy prices (especially gas) were lower than expected.

The share price has been on a bumpy ride, with this rally only taking it back to levels seen in early August. For the year, the share price is up less than 5%.


Sirius puts out a positive message

With a share price down more than 50% this year, shareholders need good news

The Sirius Real Estate share price is a victim of a crazy valuation coming into this year. As I always say, you need to be extremely careful of property funds trading at a premium to book. There’s no better example of that risk than Sirius.

Sirius is trying hard to own the narrative here, with a SENS headline that screams “Trading update: in line with expectations, with continued rental growth and a strong balance sheet” – that’s when you know that the company is sensitive to what has happened to the share price.

Let’s take a closer look.

In Germany, the like-for-like annualised rent roll is up 2.4% and the rate per square metre is up 3.3%. In the UK, the annualised rent roll is 4.1% higher and the rate per square foot has increased by 8.4%. Although disposals and acquisitions would skew the relationship between total rent and the rate per metre or foot, my immediate reaction was to think that occupancies must be lower if the pricing has increased more than total rent.

Sure enough, group occupancy is down from 85.3% to 84.4%. That’s not exactly the story that shareholders want to hear from an industrials-focused group that is supposed to be experiencing high demand for properties. The group plays this down by noting that the historical trend has been for tenants to vacate properties in the first half of the financial year. Over the next six months, we will get more clarity on the demand dynamics for these properties.

It’s fascinating to note that German converted 78.1% of enquiries into viewings and 11.5% into sales. In the UK, just 17.3% were converted into viewings and 4.7% into sales. Perhaps the Germans really are more precise with what they want?

Keep a close eye on the balance sheet. A facility of €170 million was refinanced with a fixed rate of 4.26%, taking the group’s weighted average cost of debt from 1.4% to 1.9%. The weighted average debt expiry has increased to 5 years from 3.8 years. If you are investing in this sector, you need to do proper analysis of the balance sheet and assume that any expiring debt will be replaced at a cost in line with current market rates.

Sirius believes that the portfolio valuation will increase at the end of September, as values in March were at “relatively high gross yields” according to the company: 7% in Germany and nearly 12% in the UK. Remember, a higher yield means a lower value. Shareholders want to see these yields come down so that property values go up.

Finally, Sirius used the announcement to reassure investors about the gas situation in Germany, where gas reserves are more than 90% of capacity. Sirius doesn’t believe that there will be any material changes to its fixed rate agreements for gas supply.


Little Bites

  • Des de Beer is still buying shares in Lighthouse Properties, this time to the value of R4.7 million.
  • In an interesting board appointment, James Formby (the ex-CEO of Rand Merchant Bank) has agreed to join the Pick n Pay board. It’s unusual to see an investment banker go to a group that isn’t exactly known for its dealmaking habits. Is this a sign of future potential activity?
  • Bruce Cleaver is stepping back from his role as the CEO of De Beers to become the diamond miner’s Co-Chairman (an unusual role). Al Cook has been appointed as the new CEO of De Beers, bringing with him 25 years of experience mainly at BP and Equinor. Petrol is now so expensive that oil & gas executives are being promoted to run diamond mines!
  • There’s also a change in top leadership at Quilter plc, where CEO Paul Feeney will step down from his role as CEO at the end of October. Steven Levin will take over as CEO. He currently runs the Affluent division at Quilter, having been with the group since 1998. Feeney served in the role for 10 years and the long innings of Levin at the group is a tick in the box for succession planning. Perhaps Truworths should take some notes here.
  • Grindrod’s disposal of Grindrod Bank has become unconditional. This means that the effective date of the disposal is 1 November. David Polkinghorne has resigned from the Grindrod board and will continue to serve on the board of Grindrod Bank.
  • Salungano Group has announced that Arnot OpCo has been placed under business rescue proceedings. The parties who opposed the business rescue application were ordered to pay costs. Salungano’s investment in this entity was already fully impaired. The supply of coal to the Arnot power station will continue for now.
  • After a delay attributed to Covid lockdowns in China, SEPCO Electric Power Construction Corporation has presented an Engineering, Procurement and Construction (EPC) contract proposal to Kore Potash for the Kola project in the Republic of Congo. Kore Potash is now finalising terms with SEPCO, as there is obviously a negotiation process underway (nobody ever accepts the first draft of a contract). The Summit Consortium is waiting for the outcome of this contract negotiation before presenting its royalty and debt financing proposal for the construction cost.

The dollar blows them all away

This week, Chris Gilmour turns his gaze to the strength of the dollar and the significant issues in Europe and the UK.

During the past few months, as US inflation and interest rates have risen, the US dollar has become the safe haven of choice for most global speculators. And that trend is likely to continue for the foreseeable future due to TINA (There Is No Alternative).

But this is playing havoc with currency markets and US exporters. Anyone who has US dollar-denominated debt is really struggling now, with some emerging economics with that exposure facing a debt crisis.

So, how long will that last and when the US dollar eventually weakens, where will be the best places to invest?

Typically, at this point in a currency cycle, US dollar strength would have subsided by now and speculators would already be piling into other currencies. There are two main reasons why that hasn’t happened.

Firstly, the US economy (while in the grips of high inflation) is still perceived as being relatively strong, even although it is technically in recession. This is because its unemployment rate is still very low and the number of job vacancies remains very high. US inflation has been less affected by energy price increases than many other economies such as the UK and Europe, thanks mainly to its reliance on internally-generated energy supplies, including cheap gas from fracking sources.

Secondly, but related to the first factor, is that the US is not nearly as badly affected as Europe and many other parts of the world by the war in Ukraine. European energy has been choked by Russia cutting off its natural gas supplies via the Nord Stream pipeline under the Baltic and this situation is likely to persist for as long as Russia maintains its illegal war in Ukraine.

Load shedding: a proudly South African export?

So looking more closely at Europe, one sees that its manufacturing base is in danger of being strangled due to lack of energy. As cheap Russian gas supplies are switched off, many European governments are desperately scurrying around attempting to revive old mothballed fossil-fuel power plants or nuclear plants and nationalising utility companies to prevent them going bankrupt.

There is talk in Europe of the distinct likelihood of their version of “load shedding” and already certain regions and municipalities have ordered the banning of street and office lights at night to conserve power. And the start of winter proper is still a few weeks away and will last, effectively, until well into January and perhaps into February.

Heavy industries in Europe would be worst hit, such as steel and glass making for example and in a worst-case scenario, they would have to close, with a concomitant rise in unemployment and danger of prolonged recession. So, no joy in Europe for the time being.

And then there’s the UK.

Reeling under the backwash from an incredibly ill-conceived mini-budget of two weeks ago, the UK economy is likely to endure a 5-quarter recession, according to the Bank of England. And that forecast was made before new Chancellor of the Exchequer Kwasi Kwarteng delivered his now infamous budget speech on Friday September 23. Liz Truss’s new administration has already had to make an incredibly embarrassing U-turn on tax cuts for the wealthy, designed to “trickle down” and kick-start the moribund UK economy.

The other parts of the mini-budget are still in place, with their energy price caps for example, but any good that may accrue to consumers because of that will likely be more than nullified by the impending massive rises in interest rates and specifically in mortgage rates.  A typical two-year fixed mortgage rate in the UK is now more expensive than at any time since the Global Financial Crisis of 2008, at just over 6%. It’s entirely possible that Liz Truss will lead the Conservative Party into the next UK general election in 2024 with the UK still in recession. That would most likely result in the Labour Party winning a majority in the House of Commons, a move that would likely not be welcomed by financial markets.

And to rub salt into the wound, the UK’s National Grid warned the Brits on October 6 about the possibility of rolling blackouts during peak hours in January if gas supplies become even tighter than they are now.

The troubles in the UK didn’t happen overnight

Britain’s problem isn’t just a momentary thing, caused by Truss and Kwarteng’s lack of judgement. It goes far deeper than that. For 150 years until the end of the second world war, Britain ruled the greatest empire the world has ever seen and it was also the world’s biggest trading empire.

But that all changed post-1945, when Britain found itself having to pay back crippling war debts to the new masters of the universe (the USA) and reluctantly had to acknowledge that it was no longer the world’s biggest economy. It went steadily downhill from there, even though prime minister Harold MacMillan in the 1950s told the Brits that they’d “never had it so good”. The country got a second stab at greatness when it joined the European Economic Community (now the EU) in 1973, but foolishly in my honest opinion, left it with the Brexit Leave vote in 2016. That move has further reduced London to a position of lesser importance in global financial markets and has made life more difficult for British traders in all goods.

Meanwhile, other competing financial markets such as Dubai have taken away a lot of London’s lustre. Already, Euronext Paris has overtaken the London Stock Exchange in terms of total market capitalisation.

Bottom line, what has happened in the past five years since Brexit is that the world has finally spoken, metaphorically, about what Britain really is post Brexit: a middle-power in the world. Of course the Brits hate this, as many of them still yearn for the grand old days of empire, not realising they are long gone and not returning. So unless the Truss administration can manage to work out some kind of really elegant trade and other deals with its largest trading partner the EU, it is probably destined to continue its dismal decline.  The pound sterling will, in all likelihood, reach parity with the US dollar in the next few days and weeks, unless Truss and Kwarteng can pull some kind of rabbit out of the hat. But this seems unlikely.

We can never ignore China (and India?)

So if neither the EU nor the UK are looking attractive, what about China?

Well, for as long as it fails to get on top of the coronavirus pandemic and get its house in order with respect to dodgy real estate loans, the Chinese economy will remain unattractive. Because it has failed demonstrably to transform from being an export-led industrial base into a consumer economy, it will be highly vulnerable to the impact of global recession. That’s before one factors in the Chinese demographic time bomb that the country can do little or nothing about!

The World Bank is currently forecasting Chinese GDP growth of less than 3% this year. While that is going to be considerably better than most developed countries, it’s nowhere near where China needs to be at this point in time.

The Chinese yuan has weakened considerably vs the US dollar this year, despite Beijing’s best efforts to shore it up. Having said that, the fact that the People’s Bank of China keeps on cutting interest rates during a time when just about all other countries are increasing rates makes it a lot easier for currency speculators to bet against the yuan.

Although this really just leaves India as the only large economy that may buck the global trend to an extent, the World Bank and other bodies have recently slashed their GDP forecasts to 5.7% for India for 2022. However, it should be remembered that India is largely a domestic demand-driven economy, based on consumption, so is far more insulated from the impact of a global recession than China for example. It may be worth having a look at the iShares MSCI India ETF, which gives broad exposure to Indian equities.

The trend (as usual) is your friend

The answer for most people appears to be that the trend is your friend, for the time being. The US dollar is likely to remain strong, at least while the US Federal Reserve is in tightening mode. The Fed has recently come in for some criticism for allowing rates to rise so rapidly but chair Jerome Powell and his FOMC appear to be sticking to their guns on this one.

Only if and when it becomes clearer that the US economy is headed for a deep recession will Powell and his advisors likely take their foot off the interest rate pedal.

So, get used to the harsh effects of a sustainably strong US dollar.

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

Ghost Bites (Emira Transcend deal | Finbond | Mpact vs. Caxton)

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Unconditional, unfair and unreasonable

Emira’s offer for Transcend has received regulatory approval

As noted in Ghost Bites a few days ago, the board of Transcend Residential Property Fund believes that the offer for the company from Emira is unfair and unreasonable. This is based on advice received from the independent expert. On that basis, the board has recommended that shareholders vote against the offer.

This is because the independent expert has suggested a fair value range of R6.00 to R6.60 for the shares. Emira’s offer is R5.38 plus a distribution accrual of R0.0599 per share. This takes the total to R5.4399, almost 10% below the bottom end of the fair value range.

Importantly, an unfair and unreasonable offer (as defined) can still go ahead. The shareholders need to decide for themselves whether to accept it or not. With Competition Commission approval and a Takeover Regulation Panel certificate both now in place, the deal is unconditional.

Unconditional, unfair and unreasonable. Over to you, Transcend shareholders.


Finbond’s losses deepen

The US adventure is proving to be costly to the group

With a share price that has more than halved in value this year (and lost nearly 90% of its value in the past five years), Finbond isn’t exactly a hall of famer.

The latest trading update doesn’t look great either, with a headline loss per share for the six months to August expected to be in the range of 7.6 cents to 8.8 cents. The comparable period was a headline loss of 6 cents per share, so (1) there is still a loss and (2) it is getting worse.

Finbond controls Finbond Mutual Bank in South Africa and owns various payday lending businesses in the Americas. A major challenge has been regulatory changes in Illinois (a critical region for the group) that cap annual interest and fees on payday loans at 36%. That sounds like (and is) a ridiculously high number, yet it isn’t high enough for the business to be profitable.

I’ve done some advisory work for a similar business in Australia in my previous life. One of the issues is that the cost of distribution is incredibly high, with many such lenders competing for advertising space on platforms like Google Ads. The interest rates may be high but the absolute value earned per client isn’t exciting vs. the cost of acquiring a customer. This might be the issue in the US, though I’m just speculating here.

The Savings Account Instalment loan (SAIL) operation in the US is pushing forward regardless, securing $50 million in external funding with potential access to a further $50 million. The loan book at the end of this reporting period was $29.3 million.

The sad thing is that the South African business is running ahead of budget and has exceeded the pre-Covid comparative year. This is yet another case of a South African corporate suffering losses overseas.

This situation is going to take a long time to come right (assuming it ever does), as the interest on SAIL loans is earned over 24 months and accounting rules require an expected credit loss to be recognised in the first month. This means that every new loan actually loses money initially.


Mpact responds to Caxton

They won’t be exchanging Christmas cards this year

After such a long announcement by Caxton the prior day (covered in Ghost Bites here), Mpact kept it short and (relatively) sweet.

Mpact’s view is that Caxton’s announcement includes “further incorrect and misleading statements” which isn’t surprising, as the parties don’t seem to be able to find any common ground.

A more detailed response from Mpact is coming. The company has noted that it intends to release a detailed announcement in the near future. The company also cautions shareholders against placing reliance on comments in the media or the Caxton announcement.


Little Bites

  • Director dealings:
    • Herman Bosman (CEO of Rand Merchant Investment Holdings) has bought nearly R5.7 million worth of shares in the company. This is the group that is effectively becoming OUTsurance.
    • In an unusual transaction, directors and key personnel of Gemfields exercised share options (at a very juicy price) and then sold most of them to Assore International Holdings at a price above the current market price, reflecting the low liquidity in the stock.
    • Directors of Anglo American bought shares in the company worth just over R250k.
  • Putprop released results for the year ended June 2022. The group owns 15 properties, mainly in Gauteng. A final dividend of 6 cents per share has been declared, taking the total for the year to 10.25 cents.
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