This week was all about repurchases, with companies taking advantage of weaker stock prices to buy back their own shares from the marketplace.
Last week Naspers and Prosus announced the start of an open-ended share repurchase programme of Naspers and Prosus shares. The companies have since announced that during the period 28 June to July 1, 2022, a total of 4,266,596 Prosus shares were acquired for an aggregate €264,3 million and 527,276 Naspers shares for R1,24 billion.
During the period May 27, 2022 to June 30, 2022, Barloworld repurchased 6,004,502 shares for an aggregate value of R548,38 million. The general repurchase represents 3% of the company’s issued share capital. The shares will be delisted and cancelled. Following the cancellation, Barloworld will hold 3,194,290 ordinary shares as treasury shares representing 1.64% of the companies issued ordinary shares.
Investec Ltd has repurchased 942,642 preference shares representing 3.06% of the company’s issued preference share capital. The preference shares were repurchased at prices between R94.33 and R97.79 for an aggregate value of R90,5 million.
Santova has applied to the JSE for the cancellation of 1,329,736 shares held as treasury shares following the repurchase at an average price of R4,24. Following the cancellation of the shares the remaining share capital of the company will be 137,440,516 shares.
This week British American Tobacco repurchased 1,060,000 shares for a total of £37,33 million. The purchased shares will be held in treasury with the number of shares permitted to be repurchased set at 229,400,000.
Glencore this week repurchased 7,860,000 shares for a total consideration of £33,54 million in terms of its existing buyback programme which is expected to end in August 2022.
This week one company issued a profit warning. The company was Trellidor.
One company this week issued or withdrew a cautionary notice. The company was Aveng.
South Africa’s public market is broken. In the past 30 years, the number of listed companies has more than halved from 760 to about 330.
Worryingly, the trend appears to be gaining momentum. No less than 25 delistings occurred in 2021 (with just seven new listings in the same period), and at least a further 21 delistings are already anticipated for 2022 – and we’re only at the beginning of the second quarter.
We must fix this situation and arrest this delisting trend. Everyone involved in investment banking needs to realise that this trend is a threat to their livelihoods. This is now a matter of urgency, because it is likely that the local public markets will enter something akin to a death spiral, where an ever-diminishing pool of very large listed companies is matched by an ever diminishing pool of ever larger asset managers, sucking the oxygen out of the market and stifling new entrants – both new listed companies and new investors.
Dynamic, lively public markets are required, not only to provide savings and investment opportunities, but also to underpin the growth and investment that is so desperately needed to support South Africa’s economic development and, of course, all-important job creation. It goes without saying that a public market in a death spiral will eventually also offer meagre opportunity to investment bankers.
While at a micro level, the JSE itself is an easy target for ascribing the blame for this crisis, the real structural cause has less to do with listing red tape, supposed high costs, or cyclical share prices, and everything to do with the systematic institutionalisation of the country’s savings and investment industry over the past three decades.
Investment on the JSE has become increasingly exclusionary.
Of course, the imperative to fix the delisting crisis in this country goes beyond providing investors with access to a diversity of investment options; the capital needs of the businesses themselves must be met by the public markets too. For the private investor in South Africa, opportunities to provide primary capital to newly listed companies have become increasingly few and far between. And the habit of companies and their advisors to structure listings to avoid the obscure JSE Listing Requirement 5.18 appears partly to blame.
Simply put, Requirement 5.18 states that if an offer of shares to the public is oversubscribed, the allocation of the available shares must be done equitably. It was created to ensure that when a general offer is made, like an initial public offering (IPO), large institutions don’t have an unfair advantage over smaller institutions, or the investor in the street. This is in line with the financial sector’s own charter to which all banks and many other advisors are party, and which has, as one of its objectives, the realisation of a more equitable financial sector – especially in terms of promoting the interests of those who have historically been excluded.
All of which begs the question: Why is Requirement 5.18 so obscure that the only people aware of its existence are regulatory managers studying towards their JSE sponsor executive exam?
The answer is that JSE Listing Requirement 5.18 has not been applied to any new listings for at least the past decade. It was last applied three times in 2010 and just once in 2012.
If the financial services sector deliberately excludes the public from most primary capital raising opportunities, largely for reasons only of timing and convenience, then they should not wonder why there is not a pool of smaller investors available to provide the oxygen that the market so desperately requires.
This exclusionary trend has also been driven by institutional investors who have what is known as an ‘acceptable limit’ on the size and liquidity of the companies targeted for investment by their asset managers – which generally translates to the largest 80 to 120 companies only. That’s not to say that those institutional investors are solely to blame, however, as it is the regulations within which they operate that are at the heart of the problem.
For example, a unit trust fund is typically required to return cash to an investor within 24 hours of receiving a request to withdraw funds. Delivering on this high liquidity expectation is a challenge for most funds. Not only is the minimum settlement period for disinvestment from a large liquid listed entity three business days, but selling out of a position in a smaller listed company can easily take as long as a week or two. This inherent liquidity mismatch exists in every collective investment scheme and is replicated across other types of institutional funds.
This size and liquidity bias means that the larger the fund gets, the fewer individual counters it can consider for investment. This compounds the death spiral as funds have been getting larger and, as a result, the number of counters in their acceptable investment universe has been shrinking.
The economics of personal stockbroking have also collapsed, and many stockbrokers have spent the last decade transforming into regulated wealth managers, which has involved moving most of their clients into index benchmarked model portfolios or institutionally managed collective investment schemes, with the remainder moved on to no-service, no-advice, secondary trading-only digital platforms.
Add to this the fact that an ever-increasing proportion of investing is now index-linked, and it is clear that South Africa’s financial sector has firmly turned away from both direct investment by smaller investors and investment into smaller listed entities.
It’s obvious that a massive bias in favour of ‘the large and the liquid’ has been designed into our entire institutional savings industry. That means that any company outside of the top 120 listed on the JSE receives very little interest from our institutional investors. The same institutional investors have, in turn, assimilated many small direct investors, in part through gatekeeping the access to tax incentives.
The solution: De-institutionalise our markets.
Irrespective of the answers to these questions, the reality we must face is that South Africa’s capital market is simply no longer fit for purpose, especially for a resource rich economy. This is clear when you compare the South African market to those in the UK, Canada and Australia.
As is the case in this country, individuals in those countries are given tax incentives to save. These range from tax deductions on pension contributions to deferment of capital gains tax in collective investment schemes. In South Africa, we have gone one step further and introduced tax free savings accounts that attract no tax at all.
The difference, however, is that South Africans are only able to access these tax incentives if they save in an institutional fund and pay an institution to manage the assets.
In contrast, UK, Australian and Canadian individual investors have the option of benefitting from these tax breaks through self-directed, self-invested or self-managed investment accounts, in which they can hold a wide range of assets, including stocks and shares.
By compelling South Africans to access these incentives only through institutions, we have choked off access to capital for smaller listed companies. Is it any wonder, then, that smaller companies don’t perceive any benefit to listing, or staying listed, on the JSE?
It is clear that any solution has to start with de-institutionalising our savings market. This demands a primary focus on the ‘bottom of the pyramid’, namely the general public. Meaningful incentives to save are needed, but in a way that gives individuals the right to choose where and how they save and invest. Most individuals will continue to save through institutions, but we must remove the monopoly that institutions currently enjoy on the access to tax incentives, if we are to save the very market on which they depend.
In 1992, the Jacobs Committee laid the basis for the next three decades of financial sector reform in South Africa. It proposed much of the legislative and regulatory scaffolding on which our savings industry now rests. Importantly, it investigated the ‘attainment of a level playing field for competing financial intermediaries (i.e. banks, life assurers and asset managers) in the country’. It did not, however, include consideration of the same levels of fairness for private direct investors and, as a result, it has inadvertently contributed to the steady shrinkage of the JSE that we have seen ever since.
The time has come for another Jacobs Committee, this time to investigate levelling the playing field between institutional and direct investors, with the objective that both should at least be afforded the same investment opportunities, be taxed on the same basis, and have the ability and incentive to support new listings of smaller companies seeking access to equity capital.
The time has come to de-institutionalise our stock exchange and get the investing public back into the public market. If we don’t, we may well end up with a bourse comprising only 120 or so large, liquid companies. And that will certainly be of no benefit to anyone.
Paul Miller is a Director of AmaranthCX.
This article first appeared in Catalyst, DealMakers’ private equity magazine.
Huge Group decided to use SENS to tell us that they have a new corporate identity and website. Isn’t that exciting? More importantly, Huge is going to buy the remnants of the Virgin Mobile South Africa business, which entered business rescue in 2020. Huge wants the software and technology platform in order to create a Platform-as-a-Service business targeting organisations wanting to operate as mobile virtual network operators. This effectively bails out post-commencement creditors of Tethys (the entity holding the business). No indication of price has been given.
Irongate has achieved the final legal steps needed for the acquisition by Charter Hall, with the scheme set to become effective on Friday, 15th July. If you’re an Irongate shareholder, you’ll be receiving some cash this month!
Insimbi Industrial Holdings is rationalising its operations and has decided to either sell or close Insimbi Plastics. These decisions are never easy. Labour unions have already been consulted and Insimbi will now look for a buyer of the assets or the business. If someone buys the business, one would hope that the jobs will be saved.
Raubex and Bauba Resources have released the joint circular to shareholders regarding Raubex’s general offer of R0.42 per share and the potential delisting of Bauba from the JSE. If you’re interested, you can find the circular here.
Buffalo Coal Corp is one of those zombie companies on the JSE that simply never trades. With control of the company having changed hands, Investec has demanded full repayment of all outstanding loans. This is an amount of nearly R54 million. The new owner (Belvedere Resources) would need to provide the funding required to settle this and will be making a proposal to Investec.
Earnings updates
Trellidor has released a trading statement for the year ended June 2022. The Labour Court judgement against Trellidor has driven the board to provide for a financial impact of R32.1 million, which is terrible for a group with a market cap of R271 million. This is because the company had to reinstate 42 employees with back-pay to January 2017. Trellidor has lodged an appeal to the Constitutional Court, which has not yet responded to the appeal. The amount is so high that Trellidor didn’t pay an interim dividend and had to secure bank funding to cover the full cost. Importantly, Trellidor remains both liquid and solvent despite this. Headline earnings per share (HEPS) is expected to be at least 50% lower because of this issue. Interestingly, the share price has hardly dropped since March when the news of this judgement broke, possibly due to low liquidity in the stock. Another argument is that major shareholders may believe strongly in the appeal to the highest court in the land.
Mantengu Mining has released results for the year ended February 2022. There’s been no revenue for the past two years as this entity is just a “cash shell” on the JSE. The company is in the process of acquiring Langpan Mining Company in a reverse takeover, a common use for a cash shell. This is a quicker way to list a business than going the route of a new listing.
Share buybacks and dividends
Naspers and Prosus have gotten off to a good start with their respective share repurchase programmes that kicked off at the end of June. Naspers has repurchased R1.25 billion worth of shares and Prosus has repurchased $276.5 million in shares. It’s a pity that the share prices are up so sharply in the past month, as the repurchases could’ve been done at a far lower price.
There’s a dividend from Nampak, but only if you have access to the VIP section of the bar. This is where the preference shareholders hang out. They usually get their dividends before ordinary shareholders. In exchange for that higher level of certainty around the yield, they give up the upside exposure that ordinary shareholders enjoy. The company has two different preference shares in issue, paying 6% and 6.5% per annum respectively.
Notable shuffling of (expensive) chairs
With PPC under pressure, it’s worth noting the appointment of Daniel Smith as a non-executive director and member of the strategy and investment committee. Smith was the Head of Corporate Finance for Standard Bank, so he certainly knows his way around complicated deals. He is part of the team at Value Capital Partners, the investment firm that has recently been buying more shares in PPC.
Director dealings
Here’s a very important one: an entity associated with the CEO of Tsogo Sun Hotels has bought shares in the company worth R330k. Are things finally turning positive for the tourism industry? In case you clicked on the link to the website and you think I’ve lost my mind, take note that the company is now trading as Southern Sun.
There are tiny purchases by a director of Afine Investments, though that may just be a function of the huge bid-offer spread that plagues small caps on the JSE. I tend to highlight even small purchases in companies like these.
Directors of Kaap Agri are still buying shares, with transactions this time to the value of R155k.
I tend to ignore scenarios where directors are given shares in the company as part of their remuneration. In the case of Lewis, it’s worth mentioning that directors have the option to invest a portion of their net bonus in shares (over and above the usual share-based awards). Several directors have elected to do so.
Unusual things
Some companies release the statement that will be made by the chairman at the AGM. Sirius Real Estate is one such company. The statement usually recaps the prior year’s result and gives a short update on the current environment. Sirius is trading “in line with expectations” and is working on “asset recycling” opportunities – selling properties for cash – in order to reduce the level of debt. The chairman reminds us that a large percentage of tenancy agreements include inflation indexations, which means inflationary increases can be passed on to tenants. The share price is down over 40% this year, the fault of a silly market last year rather than the company doing anything wrong.
You may not be aware that companies also use the JSE to issue debt instruments, not just equity instruments. The Investec Property Fund has a Domestic Medium Term Note Programme and announced yesterday that it has complied with all financial loan covenants. These are the “promises” made to noteholders, relating to metrics like interest cover and loan-to-value ratio. I’m sharing this update to give you a sense of the different types of capital that can be raised on our market.
Unlock the Stock is a platform designed to let retail investors experience life as a sell-side analyst. Companies do a presentation and then we open the floor to an interactive Q&A session, facilitated by the hosts.
I co-host these events with Mark Tobin, a highly experienced markets analyst who combines an Irish accent with deep knowledge in the Australian market (I know, right?) and the team from Keyter Rech Investor Solutions.
You can find all the previous events on the YouTube channel at this link.
The latest event saw Tharisa plc’s executives presenting their business. This is a genuinely interesting mining group, with co-production of platinum group metals (PGMs) and chrome concentrates.
Sit back, relax and enjoy this video recording of our session with Tharisa plc:
The red hat is a familiar sight in South African clothing retail. Mr Price has been on a major acquisition spree recently, so the company is on the radar of investors (and I entered a long position based on recent share price weakness as well). The release of Mr Price’s integrated annual report gave Ghost Grad Jordan Theron a good reason to dig in.
Since its first store opened in 1987, Mr Price has won the hearts of many South Africans. This has been further cemented by their reputation for great value and sponsorship of various sporting events and teams such as the Comrades and Team South Africa at the 2021 Tokyo Olympics.
The share price itself is in need of some sponsorship, down 13.3% over the past year:
A podium-worthy CAGR
Feel-good sponsorships aside, this is a serious business and Mr Price has produced a 36-year sales CAGR (Compound Annual Growth Rate) of 17.5%. This is a remarkable performance, particularly over such a long period. If the US market wasn’t on fire right now, this kind of growth rate would even get US growth investors excited!
I had to dig deep into the investor relations sections of the websites to find this information: Truworths has achieved a 19-year sales CAGR of 15.3% and The Foschini Group has managed 13.2% over a 17-year period. These obviously aren’t directly comparable to the period given by Mr Price, but it’s still interesting to compare them.
Mr Price is hugely popular among shoppers
Over 3 months, Mr Price’s resonance with customers drove customer engagement to such a level that the group is the most shopped fashion retailer in the country, with 5.7 million shoppers. With approximately 35% of South Africa’s population living in rural areas where even Mr Price may not have a presence, this is a particularly impressive statistic in terms of share of (realistic) total addressable market.
Clothes, yes, but also cellphones
The financial services and telecoms segment at Mr Price grew operating profit by 85% in the last financial year. Although this segment may be small, the cellular side of the business grew by 32%. In years gone by, the cellular division barely got mentioned in annual reports.
These days, investors know that clothing retailers have tapped into the lucrative cellphone market. It’s all about having an attractive retail footprint and enough trust from customers to bring them additional products.
Second only to Takealot
Mr Price makes wonderful profits and Takealot still doesn’t. In fact, Takealot even made a loss during the pandemic, which was surely a golden period for online shopping. If you think that Takealot operates in a competitive vacuum and that profits are guaranteed to come, think again.
Mr Price has moved strongly into the online space through capital investments and acquisitions. The group’s share of online traffic is 13.3%, which is second only to Takealot among omni-channel and pure-play retailers. This puts Mr Price ahead of Woolworths and The Foschini Group.
Moving along the LSM curve
In South African retail, a group like Shoprite has shown us the value of operating throughout the LSM curve (i.e. having lower-income and higher-income store formats). Mr Price has made a strong move into the premium market segment, which we know is lucrative in this country.
Mr Price agreed to acquire a 70% stake in Blue Falcon, which owns the Studio 88 Group, from RMB Holdings for R3.3 billion. The deal was announced in mid-April. This is a strategic move to “buy” market share in the more premium and ever-expanding Athleisure segment. Studio 88 is South Africa’s largest independent retailer of branded leisure, lifestyle and sporting apparel, with footwear also included under their umbrella.
Riots, unrest and unhappy things
An assessment of Mr Price wouldn’t be complete without a look at how the group handled the period of despair in 2021 when riots broke out mainly in KwaZulu-Natal. This is the province in which Mr Price has its primary distribution centre.
The riots resulted in 539 stores temporarily closing during that week and 111 remaining closed due to damage. There were 96 stores reopened by end of the 2022 financial year, with five reopening in 2023 and ten in 2024.
After enduring this disaster, Mr Price received R296 million from SASRIA for stock, cash, and fixed asset losses as well as R92 million in business interruption insurance which somewhat mitigated the negative impact.
The future
It’s easy to be pessimistic about South Africa. Mr Price thankfully doesn’t feel that way and is ambitiously growing in the local market, through a combination of acquisitions and organic initiatives.
It’s always a risky strategy, as acquisitions are notoriously difficult to integrate and companies tend to overpay for businesses that they want. Only time will tell how this plays out.
Over the past 10 years, Mr Price has only delivered a share price CAGR of 4.1% which is disappointing. With a goal to become Africa’s largest retailer, could the next 10 years will look different?
Nampak has lost 40% over the past 6 months as the market got jittery about the turnaround story and the exposure to African economies in a risk-off environment. There’s some relief for investors, with the company announcing that funders have agreed to extend the deadline for a R1 billion net interest-bearing debt reduction to 1 April 2023. In simple terms, this gives the company more time to solve its balance sheet problems. The share price only closed 2.5% higher on this news, admittedly on a bright red day for the JSE.
Blue Label Telecoms is in the process of recapitalising Cell C, a company that has never managed to sustainably compete against the leading mobile giants in this country. One of the steps is a compromise offer being made to holders of Cell C’s first priority senior secured notes. The notes have a face value of $184 million and carry a rate of 8.625%. After a quorum wasn’t achieved for the first meeting, an adjourned meeting was held on Tuesday and the resolutions were passed in favour of the offer. Blue Label hopes to close the recapitalisation transaction in late July. Please take note of the director dealings below as well.
Irongate has managed to leap over another hurdle in the process of Charter Hall acquiring and delisting the fund. The Supreme Court of New South Wales has given the nod of approval to the scheme. All conditions have now been satisfied and the implementation date is 15th July. We will shortly bid farewell to this listed property business.
Earnings updates
Tin miner Alphamin has announced record quarterly tin production and has given Q2’2022 EBITDA guidance of $66.5 million. This is the company that reminds us in every single announcement that it produces 4% of the world’s mined tin from its operations in the Democratic Republic of Congo. In the quarter ended June 2022, production volume was 4% higher than in the three months ended March 2022 and sales volume was down 3%. EBITDA was down by a whopping 32% quarter-on-quarter though, as the tin price achieved dropped by 19%. Net cash increased by 6% to $138 million. An interim dividend of 38.13 cents per share has been declared. The company is exploring the Mpama South project, which would take Alphamin’s production to around 6.6% of the world’s mined tin.
Share buybacks and dividends
There’s an interesting scenario playing out at Datatec. The cash dividend is 111 cents per share and the current share price is R43.01, so that’s a 2.6% dividend. There’s a scrip dividend alternative though, which means investors can elect to receive shares instead of cash. Here’s the fun thing: the scrip alternative is based on the ratio that 111 cents bears to the 30-day volume weighted average price up to 4th July, which is only R36.77 per share because it shot up recently based on the announcement to sell Analysis Mason. This has made the scrip dividend far more attractive than it would usually be, effectively being issued at a 14.5% discount to the current market price.
Another scrip dividend decision is facing shareholders of Accelerate Property Fund. If I understand the announcement correctly, the difference between the cash dividend and the scrip dividend is substantial. The final price for the scrip dividend will be announced on 12th July.
Not all buybacks relate to ordinary shares. We’ve seen banks mopping up preference shares on the market, as this has become a less desirable source of capital for financial institutions. Investec has gone the route of a general buyback, repurchasing just over 3% of the issued preference share capital. The aggregate value of repurchases was R90.5 million.
Notable shuffling of (expensive) chairs
After the tragic passing of founder David Kan, Mustek has needed to make big decisions about who will take the company forward. With Hein Engelbrecht now appointed as group CEO, additional appointments include Neels Coetzee as the head of the largest operating company in the group and Shabana Ebrahim as Group Financial Director. It’s really not an easy situation for the team at Mustek and I wish them well.
Director dealings
With Blue Label Telecoms busy trying to rescue Cell C, certain directors seem to be voting with their money and in a way that shareholders won’t like seeing. The spouse of an independent director sold shares worth over R40k and an entity related to a different director sold shares worth over R292k.
Value Capital Partners is an investor in PPC and the investment principals sit on the board as non-executive directors. This means that whenever the investment fund increases its stake, it shows as a dealing by an associate of directors. The fund has bought shares in PPC worth nearly R9 million.
A director of Trematon is buying shares in the company, admittedly in relatively small transactions. The latest purchase is only worth R28k. It’s an illiquid share with a wide bid-offer spread though, so the director seems to have standing bids in the market that are being hit from time to time.
Unusual things
Aveng’s McConnell Dowell business has been in dispute with a customer since March 2016. This is a great reminder of how slow a legal process is. In great news for Aveng, the claim has been settled and payment of R282 million has been received. This cash has been retained by McConnell Dowell. Separately, the company repaid R275 million in debt in June, taking the total debt reduction over the past financial year to R350 million. If the Trident Steel deal goes ahead, Aveng would settle remaining debt in South Africa and would have a stronger financial position. Aveng dropped 5% on the day and has lost 44% of its value this year, as the market has lost all interest in marginal plays.
We all know that it’s practically impossible to only buy what you actually went to Dis-Chem for. There are many things about the pharmacy group that most people don’t know, so Ghost Grad Karel Zowitsky took a closer look.
Dis-Chem listed in 2016 at a valuation that was simply far too high, so investors suffered years of disappointment.
The recent story looks a little different, with the share price trading 20% higher than the levels at the start of 2020.
To show you how important it is to avoid frothy IPOs (new listings), here’s a chart of Dis-Chem vs. Clicks over the past five years:
Dis-Chem recently released its integrated annual report along with the audited annual financial statements for the year ended 28 February 2022. This typically doesn’t give any new price sensitive information, as the results are announced earlier than the release of full reports. For those willing to dig deeper and learn about the company, there are usually some interesting nuggets that can help flesh out an investment thesis (or give you more reasons to avoid the company).
It’s a bit like shopping at Dis-Chem – the more you look, the more you find!
The underlying numbers look good for the latest financial year. Revenue grew by 15.7% to breach the R30 billion mark for the first time in the group’s history and operating profit grew by 21.6%.
Let’s take a deeper look at the business.
Pharmacy-first approach
It’s important to understand that Dis-Chem believes in a pharmacy-first approach. This strategy ensures that there is a dispensary in every store along with the front shop. Conversely, Clicks was a health and beauty retailer that subsequently added pharmacies to the stores, so the DNA of the groups is different.
The dispensary is the biggest driver of footfall, with more than 2.6 million scripts filled in an average month. This is not the main driver of profit, as dispensed medicine has a regulated Single Exit Price that doesn’t provide the juiciest of margins, making Dis-Chem reliant on the front shop (the rest of the store) to achieve a healthy gross margin overall.
The exact same strategy applies to Clicks and even the little pharmacy up the road from you.
To make the economics even trickier, pharmacists are the highest earners among customer-facing retail store staff – and by a significant margin. The combination of low-margin products and expensive staff is why pharmacist groups try everything possible to optimise store schedules. If you’ve ever wondered why you sometimes wait 30 minutes in a queue for a pharmacist, now you know.
The reason you struggle to go into Dis-Chem for “just one thing” is because the store is designed that way. The idea is to tempt you en route to the dispensary with all the front shop items. Now you also know why the dispensary is always furthest from the entrance!
Organic products and inorganic growth
When a company is following an “inorganic” growth strategy, it is growing through acquisitions. This is what sets Dis-Chem apart at the moment, as competitor Clicks is following more of an organic growth path while experimenting with new things, like a dedicated baby store format.
If we turn the clock back a bit, we find an acquisition that was a clear show of strategic intent by Dis-Chem. The Baby City acquisition(at a ticket price of R430 million) became effective on 1st January 2021. A quick walk around the store is a great way to delay any plans to have a baby, as the costs of having a little person are incredible. My mother can wait longer to become a grandma! (note from The Ghost – as the parent of a toddler, I can confirm this!)
Baby City is a strong business with a solid footprint and reputation among parents. A key benefit of the Dis-Chem acquisition is that the Dis-Chem loyalty programme can now apply at Baby City as well. The financial pressures of having a baby are significant and parents tend to look for every saving opportunity.
Integrated reports tend to provide plenty of information about stakeholders like the community, so it’s worth mentioning that the Dis-Chem Foundation is a beneficiary of the loyalty programme. The Foundation has been around since 2006 and a portion of the purchase value each time a card is swiped is donated to it, providing funding for projects that provide people with water, food, shelter, and warmth.
Moving on, October 2021 saw Dis-Chem seal the deal on Pure Pharmacy Holdings (trading as Medicare Health) by acquiring 100% of the outstanding share capital for R282 million. The acquisition provides control over 48 Medicare stores, which are now being rebranded into Dis-Chem stores, giving a healthy boost to Dis-Chem’s footprint with an additional 17,721m² of floor space. Importantly, this gives Dis-Chem access to areas in which it was previously under-represented.
It is difficult to grow a pharmacy footprint organically, as obtaining regulatory approvals to open a pharmacy is a lengthy and tricky process. This is the main reason why South Africa still has many independent pharmacies. An acquisition of a chain of pharmacies is gold for the likes of Dis-Chem, with a few hoops to jump through along the way with the Competition Commission.
In November 2021, Dis-Chem acquired 25% of the issued share capital inKaelo for R192 million, a group that owns AskNelson (a psychological wellbeing platform often utilised by organisations to provide support for their staff), occupational health clinics as well as gap and primary health insurance products.
This acquisition solidified an interesting partnership between Dis-Chem and Kaelo that saw the launch of Dis-Chem Health, a provider of three products: primary healthcare insurance, gap cover, and accident cover. The group notes that there are currently 12.4 million employed, yet not medically insured people in South Africa, which provides a strong case for affordable medical insurance.
Dis-Chem is following an aggressive expansion strategy and investors should keep an eye on it. Year-to-date, Dis-Chem has lost 7.5% of its value and Clicks is down 12%. There’s no medicine for a bear market, sadly.
It seems like deals are falling over left and right in this environment, both locally and offshore. The latest example is Texton Property Fund, whose sale of the Foretrust and Loop Street properties is no longer going ahead. The intended buyer (Stonehill Property Group) was unable to fulfil the necessary conditions for the deal, despite an extension that was granted from 12th April until 30th June.
Another example is Delta Property Fund, which has seen the sales of Fort Drury and Sediba for a combined price of R76.5 million fall over. On the plus side, the fund has announced an unrelated disposal of three properties (two in Sunninghill and one in Port Elizabeth) for R76 million. Delta really needs this to go through, as it would reduce the loan-to-value (LTV) from 57.0% to 56.9% and vacancy levels by 30 basis points from 31.3% to 31.0%. Those are still frightening numbers.
Hyprop and Attacq are co-invested in the Ikeja City Mall in Lagos, Nigeria. The funds are in the process of selling the property and the necessary application has now been made to the country’s competition authorities. The longstop date for the transaction (i.e. the date by which it needs to be completed) has been extended to 31 December 2022.
Kibo Energy has agreed a three-month extension for the redemption of convertible instruments. The redemption date is now 30 September 2022 and covers notes to the value of just over £0.65 million
Earnings updates
Salungano Group (previously Wescoal) has released results for the year ended March 2022. The group met the 8mt production target for the year and secured its first coal exports, as it looks to diversify from our part-time electricity provider Eskom. The group wants to become a diversified investment company, with agriculture and renewables in the cross-hairs. This kind of behaviour usually terrifies investors. Despite revenue increasing by nearly R1.24 billion, operating profit increased by just R3 million. There is once again no dividend for shareholders.
If you would like to take a detailed look at PPC’sresults for the year ended March 2022, the annual financial report is now available at this link.
Share buybacks and dividends
Investec has been busy with a buyback programme since approval was granted at the AGM in August 2021. The company has repurchased 3.13% of shares in issue under that approval for a total value of R852 million. The average price paid is R85.24 which compares favourably to the current price of R86.72.
I don’t cover it often as the company gives a daily update of buybacks, but it’s worth reminding you that British American Tobacco is busy buying back its own shares. This is typical of a value stock that is treated by investors as a cash cow with questionable long-term growth prospects.
While I’m at it, I may as well use a quieter day of news on the JSE to remind you that Glencore is buying back shares and releasing daily updates as well.
Notable shuffling of (expensive) chairs
Growthpoint has appointed Andile Sangqu as Lead Independent Director, an important role in corporate governance.
Anglo American has appointed Helena Nonka as Group Director of Strategy and Business Development. I have worked in similar teams in more than one listed company before. These are the teams that deal with large corporate deals and projects that sit outside of business-as-usual for the group. Nonka comes from a similar role at a renewable energy company, which gives some indication of the skills Anglo is clearly looking for.
Director dealings
A non-executive director of Kaap Agri has bought shares in the company worth around R145k.
An associate of a director of Raubex bought shares worth around R1.48 million, yet another one to add to a long list of recent insider purchases at the company. The directors are piling into Raubex shares.
Michiel Le Roux (founder of Capitec) has reminded the rest of us how poor we are. His investment entity has raised around R566 million of loan funding using shares in Capitec as collateral. This comes with a derivative collar structure, which protects Le Roux from the Capitec share price falling below R1,812.58 per share. It also caps his upside on these shares with a call strike price of R3,222.37. The structure’s average expiry date is 3.3 years from now.
Unusual things
Visual International has been sent to the JSE’s naughty corner for failing to release an annual report on time. Based on the financial situation at that group, I think the report is the least of the worries.
There are often announcements that are immaterial to most readers (like low value director dealings, acceptance of share-based awards and changes in non-executive directorships) that don’t make the cut for Ghost Bites, though they may have some relevance to you. Ghost Bites (and Ghost Mail) is never a replacement for your own research into an investment.
Last week, Chris Gilmour took a detailed look at the non-discretionary retailers on the JSE. This includes the grocery stores and pharmacy chains. This week, the focus is on the discretionary retailers, which would include clothing, furniture and perhaps some DIY too. In part 1, Chris focuses on Woolworths.
Included in the discretionary retailer universe are three clothing retailers (Truworths, Mr Price and The Foschini Group), a hybrid clothing and food retailer (Woolworths), a retail conglomerate (Pepkor), a furniture retailer (Lewis Group) and a DIY / Home Improvement retailer (Cashbuild).
What is notable from the outset is how poorly most of these retailers have performed in the past five years on a relative basis, with a few exceptions such as Lewis and Cashbuild. With Woolworths, the pain has largely been self-inflicted with the ill-conceived acquisition of David Jones in Australia. The same goes for Truworths, a really good and well-managed business but one that has a slavish adherence to credit and nothing else. Two retailers, Mr Price and The Foschini Group (TFG), deserve special mention for expanding into the pandemic-induced downturn, rather than just accepting their fate. That strategy is now paying off handsomely for both.
Price
Market cap (R’bn)
Price / Earnings multiple
Revenue (R’bn)
HEPS (5-year CAGR)
Woolworths
5380
56.3
19.1x
78.8
-3.85%
Mr Price
18316
49.3
14.3x
28.1
7.60%
Pepkor
1970
74.6
12.8x
77.3
n/a
TFG
12346
41.1
12.2x
46.2
-1.53%
Cashbuild
25300
6.5
10.3x
12.6
8.70%
Truworths
5218
22
8.3x
17.5
-4.81%
Lewis
4980
3.1
5.9x
7.3
16.2%
Woolworths
Probably the most well-known (and loved) discretionary retailer in SA is Woolworths (Woolies). Based unashamedly on the Marks & Spencer (M&S) brand in the UK, it has been around in SA since the 1930s.
Woolworths management should exit Australia, not just David Jones, and demerge the food and clothing divisions in South Africa into two separate companies. The real beneficiary of this would be the shareholders, who over the past 5 years have experienced substantial value destruction. And despite strong rumours circulating in Australia that Woolworths is indeed considering selling David Jones, the company itself continues to deny this speculation outright.
The plan with David Jones when it was originally purchased was to increase the own-branded portion of the merchandise offering, do more direct sourcing and achieve better stock management with improved information systems, which would in turn increase the gross margin and double the net margin over the following few years. It all sounded like good retailing. Effectively, as management said at the time, they were going to take the Woolworths concept to Australia, using the David Jones brand. Marks and Spencer had worked in the UK, particularly the food offering amongst some strong competitors, so it would seem that Woolworths could do the same in the Southern hemisphere.
That is not what happened in our view. In reality, what happened was almost the opposite. At a time when the department store format around the world is in decline it would seem that Woolworths brought the David Jones department store format to South Africa, turning the clothing, beauty and home business into a department store, which in turn is now struggling.
Woolworths South Africa has for many years had a close relationship with M&S. The two companies have shared suppliers, sourcing skills, technology, product strategy, branding strategy and used to provide graduate trainees with opportunities to work in each other’s companies. If you were to walk into a Woolworths Store in South Africa, you would be forgiven for thinking you were in a Marks and Spencer store. Even the last chairman of Woolworths, Simon Susman, who used to be CEO and head of Foods, has family connections to the founding family of Marks and Spencer.
But we believe that due to the close connection, as well as other factors the businesses are more alike and face similar threats. Due to the competitive nature of the UK retail market, M&S has, we believe, faced tough times sooner than Woolworths. Additionally, Woolworths has been one of the main beneficiaries of the demise of Edgars and the wider Edcon group. This has plastered over the real devastation that is occurring in the retail market for not just Woolworths but other retailers too.
The signs are now there that Woolworths is facing a critical period in its history.
Woolworths South Africa used to be part of a larger retail group, called the Wooltru Group. This retail group included Massmart and Truworths as well. The Wooltru group demerged the subsidiaries as the synergies that the management thought it could achieve were not being achieved. The group had outgrown itself. Investors wanted focused investment and we believe the same still applies today.
In our view, there are no synergies or rationale to keep the food business tied to an ailing department store in Australia and a struggling quasi-department store in South Africa. Investors would most likely value the food business higher if it were not encumbered by the rest of the companies within the group, from which it gains in our view no synergies or benefit.
There is no reason why the Foods business should be retained within the larger clothing retail group, especially since food has been removed from the Australian retail offering. A focused food retailer with the market positioning and customer profile of Woolworths Foods would become one of the most highly rated retail companies in South Africa. As top line growth slows and cash generation increases, it could become a haven for investors in a time when the economy is starting to slow, much the same as the Clicks Group
Woolworths Foods is a hugely aspirational and iconic brand in South Africa and that brand equity has been established over many decades of delivering ultra-high quality foods without ever compromising standards. But new space growth has been tapering off in recent years, with no apparent new growth vector in sight. In a South African economy that is likely to languish for the foreseeable future, our base case scenario is for Foods to become a cash cow for the rest of the business.
This is the least troublesome part of Woolworths’ business and has been so since the company’s genesis. While the clothing division has often got it wrong with respect to fashion, Foods has just kept pumping out healthy growth. However, it may be reaching saturation in a languishing South African economy with no obvious new meaningful growth vectors in sight.
It has always resonated with upmarket shoppers, as it has got the mix right in its stores. The layout is also very clever; shoppers invariably have to walk through the clothing part to get to Food and in the process are susceptible to cross-shopping opportunities.
Back in the mid 2000s, when Simon Susman was CEO, Woolies Foods embarked upon an extensive rollout of standalone convenience stores. And while a number of these stores undoubtedly cannibalised existing stores in close proximity, the fact that the background economy was growing reasonably well meant that lost market share was soon recouped by the cannibalised store.
It is current management’s aim to concentrate its efforts on locating any new retail space in larger shopping centres. This despite the obvious trend that has emerged since the Covid lockdown of consumers preferring local shopping.
Profit margin appears to have plateaued
Ten years ago, in financial 2011, operating profit margin was a relatively low 3.8%. Throughout most of the last decade, this margin increased consistently, as the new store rollout programme matured and as previously franchised businesses were converted to Woolies Food corporate stores. In financial 2021, operating margin was 8% and appears to be stabilising at around that level. Gross profit margin has been very steady between 23.5% and just over 25% in the past decade.
With very little new space growth likely to materialise in the next few years, margins are likely to remain at or around current levels.
The ability of Woolies Foods to profitably exploit its existing floor space is demonstrated in the following chart of operating profit per square metre. There is a very satisfying upwards trajectory, which has improved noticeably in the 2020 financial year, as square metreage stayed fairly constant.
A league apart when it comes to quality
For many decades, Woolies has been in a league of its own when it comes to high quality food shopping. Other than a handful of specialised independent stores and upmarket Spars, the competition has largely left Woolies’ traditional stomping ground alone. Pick n Pay tried competing on the convenience format not long after Nick Badminton took over as CEO but that challenge didn’t last long, as it was unable to cement long-lasting supplier agreements to supply high-quality convenience and other meals. More recently, Checkers has entered the fray with a degree of success, albeit with an as yet limited offering.
Woolies’ dominance of the convenience food market is based on their ability to source a good range of exclusive suppliers and retain them but also to be able to supply their stores with these items at precisely the correct temperature. It has taken many years to attain this status and new entrants will find the going difficult if they wish to compete.
Often, Woolies’ relationships with its suppliers go back many decades and are established literally with a handshake. Woolies insists on exclusive supply relationships with its suppliers, so there is no possibility of a Woolies’ supplier also supplying Checkers for example, other than in the mainstream national brands arena.
However, a relatively new incipient threat to Woolies’ traditional dominance of the convenience food market may lie in the recent phenomenon of recipe boxes / meal kits. The leaders in the field in Europe and the UK are HelloFresh, Gousto and Mindful Chef but South Africa has recently joined in with operations such as Ucook, Takealot, Netflorist and Daily Dish springing up. Admittedly Woolies has risen to the challenge with its own range of recipe boxes but not surprisingly they tend to be more expensive.
Woolies Foods dominates private label food capacity in SA
South Africa suffers from a dearth of food producers that are prepared to supply food retailers with own-brand or private label products. Woolies has certainly managed to grab the lion’s share of private label capacity in South Africa, with long-standing arrangements between itself and Rhodes Food Group, Libstar and Interfoods for example. Notable among the large local food producers that are unable or unwilling to participate in private label production is Tiger Brands. Tiger steadfastly refuses to produce private label on the grounds that by so doing it would dilute the value of their existing brands.
Home delivery
Home delivery is regarded as a loss leader for many retailers and Woolies is no exception. It may well find that outsourcing its home delivery completely to the likes of a Takealot would make more sense than persevering with in-house capability. M&S has achieved this in its relationship with home delivery specialists Ocado in recent years.
Rest of Africa not a serious proposition for Woolies Foods
The rest of Africa was a growth vector for a number of South African retailers post 1994, although that trend has reversed in the past couple of years, with Shoprite having exited a number of African jurisdictions. Woolies Foods has hardly ever ventured far into Africa, other than into the neighbouring states. To date, only clothing stores have been opened in the rest of Africa (apart from Botswana and Namibia), for the simple reason that the very low tolerance demanded by Woolies for chilled and frozen foods cannot be guaranteed in most African countries, due mainly to erratic electricity supplies.
Woolies can guarantee cold chain to the neighbouring states. If it were to go farther afield to the rest of Africa, it would be an entirely different challenge. So for example, Woolies could deliver certain frozen and long life products into the rest of Africa but they decided against it as they want to bring the full Woolies Food experience or nothing.
And former CEO Ian Moir made it quite clear when he made his ill-fated decision to buy David Jones in Australia: Woolies saw far more growth potential in Australia than in the rest of Africa.
Woolies Food market share is remarkably high
Market share among listed food retailers is estimated at around 10%, making it the smallest of the “big four” – Shoprite, Spar, Pick n Pay and Woolies. Woolies’ perceived grocery universe size is between R350 billion and R400 billion. According to management, market share is growing, though they won’t be drawn on exact numbers.
This is a remarkably high level of penetration, especially considering that Woolies Food is a very upmarket offering, operating in a developing country with the highest rate of persistent unemployment of any country in the world. To increase that market share meaningfully beyond the current level, given the likelihood of a languishing local economy appears highly ambitious.
Woolies’ price points are substantially higher than their competitors.
Woolies Foods price points are substantially higher than those of their JSE-listed competitors and are similarly priced to small-scale artisanal food producers. The reasons is simple: the quality of their foods is much higher than that available at the competition and Woolies’ fresh offering, for example, is preserved much better. For as long as the South African economy was showing even moderate growth, this wasn’t a problem, as Woolies shoppers tend to be willing to pay up for the kind of quality that is conspicuous by its absence at the other large retailers. But with the local economy likely to experience anaemic growth beyond the current year’s bounce-back from the Covid pandemic, the ability of Woolies Foods to carry on charging such ultra-premium prices may be reaching a tipping point.
At this point it is worth reflecting on a paragraph in the 2019 Marks & Spencer annual report:
“In 2018 we acknowledged that our Food business had become too premium and lost some of its broader appeal. While customers still recognised us for quality, the competition had worked hard to match our success by copying our innovation and fresh product ranges and we hadn’t kept up. The challenges were compounded by our outdated supply chain, with excessive waste, poor availability and high operating costs eroding our profits.”
Is Woolies facing similar challenges in SA? Obviously not in cold chain but perhaps in Woolies being perceived as too premium?
Woolies management realised that their pricing in certain categories was simply too high and have partially addressed the problem by significant investment in price in the past couple of years, notably in poultry products.
Although it may seem silly to draw such a long-dated share price chart, it does tell the story of this business in different economic conditions. Importantly, it also shows the value destruction after the acquisition of David Jones in 2014:
Next week, Chris will deal with more of the discretionary retailers on the JSE, like Truworths and Mr Price.
Ghost Global is a new weekly segment that will be brought to you by the Ghost Grads on a rotational basis. This week, Kreeti Panday updates us on earnings from some significant US companies.
Nike: direct-to-consumer is working
Nike has released results for the year ended March 2022, celebrating the group’s 50th anniversary.
Revenue has dropped 1% in the fourth quarter, largely blamed on macroeconomic challenges. The recent Covid-19 lockdown has caused difficulty for the company, with sales in Greater China dropping by 19% compared to the previous year’s period. Supply chain disruptions caused a rise in Nike-owned inventories of 30% compared to the prior year, as well as a 12% decline in wholesale revenue.
Despite this, Nike is still optimistic on the strength of its brand as a driver for consumer demand. Nike claims to be the no. 1 brand for athletes and sport in the 12 key cities around the world, specifically citing the fact that the Jordan brand has surpassed $5 billion in revenue.
Their Consumer Direct Acceleration strategy has also been kicking in. This is a strategy focused on direct consumer relationships i.e. owning the customer experience rather than selling through third-party retailers. Direct revenues were up 14% and the number of Nike-owned stores was up 10%. Nike has put a lot of emphasis on their effort to become more digitally connected with Nike Digital now comprising 24% of total brand revenue. The company believes that their increasing digital engagement, including Nike app downloads, is leading to more repeat buyers and higher buying frequency which will ensure long-term growth.
However, high inflation levels have led to concerns of lower consumer demand in favour of cheaper alternatives.
FedEx reports highest ever annual revenue
FedEx has closed its financial year ended March 2022 with highest ever revenue of $93.5 billion, an 11% increase from last year.
The really impressive thing is that operating margin managed to expand in the fourth quarter, despite challenges caused by labour shortages as well as external factors including Covid-19 lockdowns in Asia and geopolitical uncertainties in Europe.
FedEx is currently readying the company for a leadership transition, with Don Colleran moving into a CEO advisor role in September before his retirement in December after a 40-year tenure at FedEx. He will be replaced by Richard Smith, who has held numerous positions at FedEx since joining in 2005, including the position of CEO of FedEx Logistics.
FedEx has expressed concerns of slower inventory restocking leading to lower freight demand. The group also expects lower B2C (Business-to-consumer) volumes as consumers take any opportunity to leave their houses and venture into stores in the absence of Covid-19 restrictions.
Bed, Bath & Beyond a disaster
Bed, Bath & Beyond has released Q1 2022 results during a year in which many investors have pulled the plug. The share price is down over 65% this year and expectations for results were neither high nor were they met.
Revenue fell from $1.95 billion in Q1’21 to $1.46 billion in Q1’22, less than the expected $1.51 billion. The group also struggled with supply chain issues, with a 15% increase in inventory compared to the previous year. The turnaround strategy includes aggressive actions on costs and reduced capital expenditure. However, the outlook is stark as comparable sales continue to trend in the range of negative 20%.
The company announced a change in CEO from Mark Tritton to Sue Gove, previously an Independent Director and Chair of the Strategy Committee, as well as a change in the Chief Merchandising Officer position.
Hennes & Mauritz – you know the brand, you just don’t realise it
H&M probably rings a bell, doesn’t it? The Swedish retailer released results for the first six months of the financial year with sales in physical stores experiencing a steady increase in the second quarter. Majority-owned Sellpy (an ecommerce platform for second hand sales) has doubled sales in the last quarter.
The Russia-Ukraine war has caused a halt in sales in Russia, Belarus and Ukraine, which explains 500 basis points of the expected 6% decrease in sales for June. Rising inflation rates are also a cause of concern for H&M, as sales have also not yet reached pre-pandemic levels.
H&M has implemented a sustainability-focused strategy, aiming to halve carbon emissions while doubling sales by 2030.
BlackBerry is still out there, even if BBM isn’t
Canadian group BlackBerry (now primarily a cybersecurity company for anyone having flashbacks of typing their BBM messages with the edge of their fingernails) reported a gross margin of 62% in Q1 results. The company achieved a 19% increase in revenue from IoT (Internet of Things).
The type of work in this space includes designing a Digital Cockpit for the new Renault Jiangling, an electric sedan. This Digital Cockpit will make use of augmented reality, artificial intelligence, and hologram functions. BlackBerry expects growth of 8 – 12% in this area over the next three years.
BlackBerry achieved a 6% increase in revenue from cybersecurity. Developments in this space include joining forces with Google to create Chrome Enterprise Management. This will aid the growing number of devices running Google Chrome OS and Chrome browser. BlackBerry also develop software products and provide professional services.
If you are interested in global investment opportunities, then the depth of analysis in Magic Markets Premium will be incredibly valuable to you. For just R99/month, you will receive a weekly report and podcast covering a global stock. There are already nearly 35 reports in the library, including the likes of Nike and FedEx mentioned here in Ghost Global. With my Magic Markets partner Mohammed Nalla, I’m so proud to bring institutional-quality research to a retail audience at an affordable price. Visit the Magic Markets website to subscribe.
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