Castleview Property Fund is in the process of a reverse takeover by I Group, a related party. This means that so many assets are being injected into the entity in exchange for shares that it materially changes the business of the listed company, which necessitates the release of detailed documentation, known as revised listing particulars. If you’re curious about this documentation, you’ll find it all at this link.
Old Mutual Insure (a subsidiary of Old Mutual) is acquiring 100% of Genric Insurance Company, a non-life insurer that owns equity interests in various specialist underwriting management agencies and other entities. This includes all sorts of insurance like equine, marine, cash in transit and even shack insurance! I didn’t even know that such a product exists, though it makes sense as any property can technically be insured. RH Bophelo is one of the sellers, with a 30% stake in Genric. That 30% stake will improve RH Bophelo’s bank account by just under R90 million, which means that Genric has been valued at R300 million. The business made a profit after tax of R27.8 million in the year ended June 2022. Importantly, RH Bophelo has a 60% stake in Wesmart, an underwriting business that Genric holds the other 40% in, so the parties will still work alongside each other going forward. The proceeds from this sale will be used to continue RH Bophelo’s strategy in the healthcare sector. As RH Bophelo is classified as an investment entity under JSE rules and this disposal is in line with the investment policy, no shareholder approval is needed.
Ascendis Health has received a further dispensation regarding the timing of the circular for the Pharma-Q / Imperial Pharma disposal and the Austell Pharma disposal. The circular must be issued before 30 September, though the company hopes to issue it by 13 September.
Keep an eye on Salungano Group – in a revised AGM notice, the company added a special resolution to double the authorised share capital, to allow for possible acquisitions and capital raisings. It could be nothing, or it could be something.
Financial updates
Trellidor’s terrible financial results were explained in detail in a trading update, so the market was well aware of the collapse in headline earnings per share (HEPS). It has fallen by 99% to nearly breakeven, with a Labour Court judgement and operational pressures almost equally to blame. Unsurprisingly, there’s no final dividend. The share price has lost over 30% this year. There are some good news stories here despite the overall horror show. For example, Trellidor UK grew revenue by 26.2% and Trellidor’s branches only saw sales drop by 1.3% after growing by 46% in the prior year. The gross margin decrease in Trellidor from 48.4% to 44.2% ruined the result. The Taylor segment saw revenue decrease by 8.3% and gross margin drop from 32.7% to 28.2%. The business was cash flow negative, a nasty swing from positive cash generation of R15.6 million in the prior year. The senior management team at Taylor has been restructured “in response to continued underperformance of the business” – I guess the blind were leading the blinds. If you are thinking about a punt at Trellidor, keep an eye on input costs like steel. Along with other cost pressures, this is where the gross margin problems came from.
Bidvest released results for the year ended June 2022. Revenue was up 13%, trading profit jumped by 23% and HEPS was 22% higher. The total dividend of 744 cents is 24% higher, so the cash return to shareholders followed the earnings. The company notes that it has reached the same level of profitability as in 2016 before it unbundled the food service business, Bidcorp. Cash flows are actually R0.5 billion higher than those levels. The announcement talks about this being a “remarkable achievement” and I certainly can’t argue that point. Bidvest operates an array of businesses with exposure to numerous sectors. The disappointment was in the financial services division, which means there is room for the group result to get even better! The share price is up more than 14% this year.
RCL Foods released its results for the year ended June 2022. The business has worked hard to diversify away being a poultry business, thereby giving shareholders a smoother ride. Although revenue is up 10.2%, EBITDA only increased by 7.7%. Underlying EBITDA (which excludes material once-offs and accounting adjustments) only increased by 2%. Commodity input cost pressures have clearly hurt margins. Sugar achieved its second higher profit ever (take that, health enthusiasts) and Rainbow (the poultry business) has returned to profitability. The Grocery result was strong but the Baking business suffered from elevated wheat and fuel costs. Vector Logistics did well as the food service industry saw a return in volume to almost pre-Covid levels. HEPS increased by 9.9% and the dividend was consistent with the prior year. RCL closed 9.5% higher, taking the year-to-date drop in share price to 15%.
AVI Limited released results for the year to June 2022 and they were in line with what the market is used to seeing from this company: tepid revenue growth (just 4.3%) and HEPS growth of 6.1% – a positive earnings result despite little to get excited about on the top line. The dividend is 6.2% higher, so the payout ratio is consistent. I&J was a drag on earnings, as operating profit would’ve increased by 8% without I&J vs. 5.4% as reported. You may find it interesting that rooibos revenue was lower this year but black tea performed well! As I’m firmly Team Coffee, I noted that coffee increased by 5% whereas tea was down 0.4% overall. Biscuits were up 9.9%, so people are clearly eating their troubles away.
CA Sales Holdings is the FMCG business that was recently unbundled from PSG and migrated to the JSE. It focuses on route-to-market services, which means helping brands achieve shelf space. That sounds easy until you know a thing or two about retail buying and supply chain considerations. Revenue was up 20% and operating profit increased by an enormous 47%, driving HEPS growth of 44%. There’s no dividend, as the company only declares full-year dividends. The share price closed more than 11% higher, though I must note that it is highly illiquid.
MTN has dropped all the way down to R128 per share and my trigger finger to buy this dip is itching. In August, MTN invited holders of the $750 million 4.755% notes due 11 November 2024 to tender their notes for purchase by MTN. In other words, the company wanted to reduce its non-rand debt and was willing to do so up to a value of $250 million. As the response was so strong ($482.7 million in valid tenders), the company increased the acceptance amount to $300 million. This is funded through existing cash balances, so it doesn’t change the leverage calculation (net debt – debt minus cash – hasn’t changed). What has changed is the ratio of non-rand to rand denominated debt, which will improve to 35:65 after this settlement.
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Operational updates
Renergen has finally flicked The Big Switch at the Virginia Gas Project. The group is officially a producer rather than an explorer, operating South Africa’s first commercial liquefied natural gas plant. The share price closed over 4% higher in appreciation.
Europa Metals released drilling results from the 100% owned Toral led, zinc and silver project. Although I’ll never understand all the geological jargon, I do understand the chairman and acting CEO commenting that “the high-grade nature…is hugely pleasing” – this is good news, giving the team “confidence in the deposit’s tenor and continuity at depth.”
In another junior mining update, Jubilee Metals announced that the Project Roan copper project has achieved “nameplate capacity” – I Googled this and learn that it means the rated output of a facility i.e. what it was built to achieve. In other words, the copper concentrator has been ramped up to its design throughput rate. This has been a £40 million investment to deliver 12,000 tonnes per annum of copper cathode production capacity, an investment which the CEO describes as being a “fraction of the industry norm” in terms of investment per unit of copper.
Southern Palladium joined a busy day of mining updates with news of its PGM drilling programme intersecting the first UG2 reef. You’ll be thrilled to know that drillhole E062 has a downhole length of 87cm, with a pegmatoidal pyroxenite as footwall underlain by a poikilitic pyroxenite. You know, that’s always been my favourite kind of footwall. Jokes aside, the management team seems to be happy with the outcome.
Have you ever wondered what a governance report looks like? Well, wonder no more. At this link, you’ll find a presentation from Exxaro that deals with everything from ESG through to remuneration policies.
Share buybacks and dividends
Naspers has received approval from the SARB to embark on the sale of Prosus shares to fund repurchases of Naspers shares. This is apparently going to help in reducing the traded discount to underlying net asset value. Essentially, Naspers is going to unwind some of the cross-holding that was put in place for supposedly the same purpose – reducing that discount. If this confuses you, I assure you that you aren’t the only one.
BHP has confirmed the exchange rates applicable to its final dividend. Shareholders on the JSE will receive R29.7094875 per share.
Notable shuffling of (expensive) chairs
After 24 years of service, Brian Frost has resigned from the board of Bowler Metcalf. He will be replaced by Debbie van Duyn.
Director dealings
Here’s one to take note of: David Kneale (ex-CEO of Clicks and currently a non-executive director of Woolworths) has bought R512k worth of shares in Woolworths. Kneale is largely credited with building Clicks into the business that it is today, making use of his prior experience at Boots in the UK. This is a significant show of faith in Woolworths.
At the same time that Naspers has been buying back its own shares in the market (a sign to investors that the shares are undervalued), CEO Bob van Dijk has been dumping enormous amounts of Naspers shares (which suggests the exact opposite). To add to the recent sale of over R1 billion in shares, there’s another R370 million that has found its way into his bank account.
Sirius Real Estate CEO Andrew Coombs has acquired £15.6k worth of shares in a family trust.
A trust linked to a non-executive director of NEPI Rockcastle has acquired shares in the company worth over R1.76 million.
Three well-known South African retailers released results to the end of June last week: Woolworths and Truworths with their year-end figures and Massmart with their interim results. Chris Gilmour digs in.
All three companies used to be part of the same grouping (the greater Wooltru group) in the 1990s, but have operated as separate entities for many years now. Massmart is a retailing conglomerate, with an emphasis on general merchandise. Truworths is the leading credit-oriented clothing retailer in South Africa. Woolworths is a hybrid of upmarket food and quasi department-store clothing in South Africa and with significant investments in Australia.
The results differed markedly, from the downright shocking at Massmart, through what is seemingly a turnaround at Woolies to the record results from Truworths. And yet in all of these results, it was what WASN’T said at the presentations that was far more interesting than the actual content itself.
Walmart springs a surprise
The poor Massmart results had been widely telegraphed in a trading update some weeks earlier, so they came as no surprise. What did shock the market, however, was the announcement that controlling shareholder Walwart was making an offer to buy out the minorities at a significant premium to the prevailing share price.
What happens to Massmart after it has been delisted is anyone’s guess. Walmart may decide to keep it in unlisted form and make the necessary changes to effect the turnaround strategy. Alternatively, it may get sold off in whole or in part.
WalMart doesn’t have a great track record of investment outside of north America. It persevered with Asda in the UK before limping away from it after being paid roughly what they paid for it twenty years earlier. It never managed to gain critical mass in Brazil or Germany and has also exited South Korea and Japan in recent times.
To maintain a presence in South Africa makes little sense, in my opinion. Long gone are the days when Massmart was set to become the largest retailer in Africa, using SA as its base. Like many other SA retailers, Massmart has progressively been reducing its non-RSA footprint on the continent. Having a physical presence in SA is likely to just be a distraction for Walmart management and any revenues and profits it might make in future wouldn’t amount to more than rounding errors in Walmart’s grand scheme of things.
Woolworths is clawing its way back
Woolies came out with their full year results on August 31 and, like the curate’s egg, it was good in parts. But not good enough to really make the market sit up and take notice. Woolies has been damaged in the past 25 years by successive forays into Australia and especially its acquisition of department store chain David Jones.
Its first acquisition, in 1997, was the thirty-something chain called Country Road. This was a quintessentially Australian operation that sold relatively high-quality merchandise at relatively elevated price points. It was in quite a different niche to Woolies in SA, but it was also a chain in transition. Country Road’s customer base was changing and Country Road wasn’t changing with it. The company went through a lot of pain until a Scotto/Australian by the name of Ian Moir rescued it.
For his efforts, Moir was rewarded with the top job as CEO of Woolies and to begin with, he hardly put a foot wrong. But then, as is often the case, he got too big for his boots and decided it would be a good idea for Woolies to become the pre-eminent department store chain in the southern hemisphere. Because of Moir’s success with Country Road, the Woolies board backed him fully with the acquisition of David Jones. He had grandiose plans for the chain, including selling Woolies Foods through the department stores. Of course it all came to nought, Woolies got themselves into big trouble and Moir did a leopard crawl out of the organisation in 2019.
It was left to present incumbent Roy Bagattini, formerly an SAB Miller and Levi Strauss executive, to pull the fat out of the fire with David Jones. And to be fair to Bagattini and CFO Reeza Isaacs, much has been achieved since Moir left. The balance sheet is in much better shape, R1.5 billion has been repatriated from David Jones to South Africa and Australia appears to have been stabilised.
But the real jewel in the crown – Woolies Foods – is taking major strain and is losing market share to arch-rival Checkers. Bagattini went to great lengths in the presentation to emphasise that Woolies Foods isn’t just about price; it’s about value. And he’s right. This isn’t just semantics. Almost 2/3 of Woolies Foods’ offering is fresh and/or convenience, rather than dry groceries. It’s a very different universe of goods from that offered in the main by Shoprite/Checkers and Pick n Pay. Woolies is obsessed with quality and that is reflected in the shelf life of its products. I talk from personal experience with simple things such as bananas; Woolies bananas stay fresh for the best part of a week or more while the others struggle with much more than two to three days.
But there comes a limit in such a cash-strapped environment as the South African economy as to what can reasonably be charged for products. Woolies is aware of this and is trying where it can to reduce prices. But it’s not easy and will require relentless campaigning in the media to draw people’s attention to their efforts.
Listening to management at the results presentation last week, the casual observer might be forgiven for thinking that Australia has come right. After all, it appears to have turned around after another strict lockdown in H1 of last year and over R1 billion has been repatriated to South Africa. But the question has to be asked, if David Jones was looked at as dispassionately as possible right now, would Woolies invest in it?
Of course not.
It has been a distraction over the years and although it is being tidied up, it is never likely to amount to very much. It isn’t a growth vector by any stretch of the imagination. Department stores are dead in most parts of the world and Australia is no exception. Country Road is better, admittedly but it has also taken a long time to settle down.
But nothing was mentioned about a possible sale of Woolies’ Australian assets. South African investors have probably got used to the usual response from management that it isn’t considering a sale of Australia, in whole or in part. And yet, the Australian media keeps publishing tantalising titbits about a sale of Australian assets. The latest, in a publication called Smart Company, suggests that not only has Woolies appointed Goldman Sachs to find a buyer for David Jones but that Andrew “Twiggy” Forrest, Australia’s second wealthiest man, has expressed interest via his Tatterang private equity group. Presumably all will be revealed in time.
My view is very simple. I believe Woolies made a mistake in acquiring David Jones and should exit this company. I suspect it is being prettied up for a sale. The Woolworths share price is where it was in 2013. The PE is 15.2x, which is quite steep for a company with a pedestrian growth outlook. Much now depends on the prospects for a sale of the Australian operations. If David Jones and/or Country Road can be disposed of for a reasonable price, then the share may well react positively. If not, it will more likely remain in the doldrums.
Truworths: better results but unanswered questions
Which just leaves Truworths. On the face of it, this should have been CEO Michael Mark’s swansong. At the helm for 33 years, Mark was scheduled to pass the CEO’s baton to either CFO Manny Cristaudo or Truworths SA Deputy MD Sarah Proudfoot. At the results presentation, Mark made mention of succession but gave no specific date, noting only that it might be later this year or even slightly later. And he didn’t mention his successor by name. Perhaps Cristaudo and Proudfoot will share the responsibility?
The other item that was left in an unsatisfactory manner was Primark. Truworths won a court case against British/Irish retailer Primark in the Supreme Court of Appeal (SCA) which allowed them to use the Primark label in SA, as the British parent had not used the trademark since registering it many years ago. When questioned at presentations about the legalities of using the Primark label, Mark became visibly agitated and declined to enter into argument about the issue. After establishing a store base of 11 stores in the past year, Truworths has now abruptly terminated the use of the Primark label and will instead convert all of its Primark stores to the Sync label. Mark noted that the decision to terminate the use of the Primark label was taken in consultation with the British/Irish parent and was “very amicable”-whatever that means. He refused to elaborate on it.
Although Primark was tiny in the overall scheme of things, it was an indication that Truworths was prepared to examine the possibility of entering the low-end of the market. The only winners out of this long-running saga have been the lawyers. It will be instructive to see if the British parent company eventually decides to set up shop in SA in its own right.
One area that Truworths has got very right in recent times has been its UK subsidiary, Office. Three years ago it was struggling and apparently had a “for sale” sign on it. But Truworths has persevered with it and it has at long last delivered the goods. I asked Mark at last week’s presentation if, knowing what he now knows about the UK retail market and about Office specifically, he would still have made the decision to buy Office. Without hesitation, he responded in the affirmative. In fact, he was almost gushing n his praise of Office.
Truworths trades on a relatively undemanding PE of 9.4x. Growth has been elusive for this company for a number of years, especially top line growth. With a background of higher interest rates and languid economic growth in South Africa, it’s difficult to see where strong growth is coming from next year and beyond. And the UK is forecast to experience a five-quarter recession next year, according to the Bank of England. So no respite there either.
Buffalo Coal Corporation sold convertible debt of $27 million to Belvedere Resources for $2 million. Investec needed to consent to the assignment of the loan, which was supposed to happen before 31 August. As the bank is still negotiating with the parties around a settlement of all amounts owing, the date has been extended to 31 October. In the meantime, monthly repayment of principal and interest amounts remains effective.
The sale by Datatec of its stake in Analysys Mason was given a resounding approval by shareholders, so the deal is now expected to be completed by the end of September.
Heriot’s offer to Safari shareholders is still being discussed with the Takeover Regulation Panel (TRP), as there are some complex elements to the offer. Heriot needs to post a circular by 30 September.
Financial updates
Cognition Holdings, the company selling its stake in Private Property for a wonderful price, has released results for the year ended 30 June 2022. Despite the price being achieved, the group has recognised an impairment charge of R41.6 million for this asset. EBITDA was R9.2 million vs. R33.3 million in the prior year, so the operating performance has been poor due to a nearly 35% increase in operating expenses, most of which relate to Private Property. That stake is being sold for R150 million and Cognition has a further R114 million in cash. Trade receivables and payables are of similar value, so the only other liability is “third party prize money” of R17 million. This implies a value of R247 million even if everything else in the group is considered to be worthless. The market cap is only R176.5 million! It’s a real pity that there is no liquidity in the stock. The only way to participate in this value unlock to a meaningful level is indirectly through Caxton.
Fortress REIT is becoming really interesting to follow, as we will finally see what happens when a property fund loses its REIT status. I may sound crazy, but I think that Fortress might look back on this one day and be thankful, as the balance sheet flexibility from not being a REIT is really useful. Here’s a slide from the investor presentation that highlights key considerations:
Here’s one for your diary – Bowler Metcalf will be releasing results on 6 September and the analyst presentation will be on 9 September.
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Operational updates
Although Transnet doesn’t have an equity listing on the JSE, it makes use of the debt market and I always include updates in Ghost Bites as it has such relevance to the mining sector. Transnet and CRRC E-Loco have reached an in-principle agreement to resolve legal disputes, which should help Transnet Freight Rail address customer demand on an urgent basis. The agreement gives immediate access to components and spares and paves the way for a return to service of long-standing locomotes. The parties also hope to expedite further delivery of locomotives.
Stephen Roper, an independent non-executive director of African Dawn Capital, has resigned from his role on the board.
A rotation of independent directors at Shoprite Holdings will take place in November, which is part of good governance. Dr Anna Mokgokong, Joseph Rock and Johan Basson will all be retiring as directors in November. Executive director Ram Harisunker will also be retiring in November.
William Bassie Maisela has joined the board of Purple Group as an independent non-executive director. He is the CEO of NBC Holdings, the first Black-Owned employee benefits company in South Africa. This gives us some indication of the type of strategic partnerships that the group might be looking for going forward.
Director dealings
Entities related to Des de Beer continue to make significant investments in Lighthouse Properties shares, this time for almost R6.5 million.
A non-executive director of Stadio Holdings has acquired shares in the company worth R256.
A shareholder with a 43.1% stake in Globe Trade Centre has appointed a director to the board.
An associate of the company secretary of Stor-Age has acquired shares worth nearly R523k.
Unusual things
The Takeover Regulation Panel (TRP) is currently investigating Extract Group Limited, EnX Group Limited, Zarclear Holdings Limited, African Phoenix Investments Limited and others. Interested parties were given until 1 September to make submissions. The TRP has now extended the submission deadline to 9 September as there was some confusion around the timing of announcements.
There’s another update on a TRP investigation, this time involving the previous findings made by the panel regarding Magister Investments and its concert parties, which include Gold Leaf Tobacco Corporation and its directors, Simon Rudland and Ebrahim Adamjee. You may recall that this was related to a proposed rights issue to recapitalise the business of Tongaat Hulett. Unless you’ve been living under a rock recently, you would’ve read about the proceedings that SARS has brought against Gold Leaf and its directors in the High Court, alleging that they went to great efforts to avoid paying tax to SARS. Although the TRP has no jurisdiction over tax, it does “jealously guard its regulatory mandate” and will be assessing whether this conduct of Rudland may contradict information that was previously provided under oath by both Rudland and Adamjee. Long story short, these guys are in serious trouble.
Nobody can accuse Walmart of leaving the market in suspense. After tongues were set wagging by news of a potential offer, the American retail giant has now made a firm commitment at R62 per share.
Note from The Finance Ghost:
The deal has been structured as a scheme of arrangement with a standby general offer that kicks in if the scheme fails. This is interesting, as it means that Walmart is willing to increase its stake in Massmart even if it can’t reach a 100% shareholding and delist the company.
There is significant investment required for Massmart to achieve a turnaround in fortunes. The impact on short-term profitability is likely to be negative, so Walmart is making a significant commitment here. Understandably, that is easier in a private company rather than in the public eye.
PwC is acting as independent expert and has concluded on a preliminary basis that the terms are fair and reasonable.
Full details will be included in the offer circular that is expected to be posted on or about 23 September 2022.
It didn’t take long for Walmart to move from a “potential offer” for Massmart to a firm intention announcement. The deal has been structured as a scheme of arrangement with a standby general offer that kicks in if the scheme fails. This is interesting, as it means that Walmart is willing to increase its stake in Massmart even if it can’t reach a 100% shareholding and delist the company. It’s worth highlighting that if a standby general offer is accepted by 90% of holders, there is provision in the Companies Act to allow Walmart to force the remaining holders to accept the offer. This would be a very weird outcome though, as shareholders would’ve needed to vote down the scheme and then accept the offer in order to create this position, which doesn’t make sense. The announcement notes that Massmart is going to need significant investment in the short-term and that turnaround measures will impact profitability, so my view is that Walmart wants to do this away from the public eye. The scheme consideration and general offer price are both R62 per share, a substantial premium of 68.7% to the 30-day volume weighted average price (VWAP). PwC is acting as independent expert and has concluded on a preliminary basis that the terms are fair and reasonable. One of the conditions to the scheme is that any appraisal rights exercised won’t exceed 5% of ordinary shares. The s164 opportunists in the market may find it tough to make money here, as justifying a higher value for Massmart than R62 per share is going to be extremely difficult based on recent results. In my view, we have a better chance of being Cricket World Cup champions than seeing the share price reach those levels in the absence of this offer. PwC seems to agree.
A chapter has been closed – Barclays PLC no longer holds any shares in Absa. Barclays agreed to sell its remaining 7.44% stake in Absa through an accelerated bookbuild at a price of R169 per share. That’s 4.6% below the current price of R177 per share.
All the way back in November 2020, Pan African Resources announced the acquisition of Mintails, a gold group where the holding company was placed into provisional liquidation in 2018. A definitive feasibility study concluded that the project has compelling economics and a significant impact for the group, with the potential to increase production by 25% through constructing a world-class tailings retreatment operation. The due diligence is in its final stages and the deadline has been extended from 31 August to 30 September.
Mahube Infrastructure is in the process of restructuring and recapitalising its business and has released an important circular. If you are a shareholder, make sure you read it here.
Financial updates
Impala Platinum has released results for the year ended June 2022. It’s been an unhappy time in the PGM sector, with rand revenue per 6E ounce down by 4%. This issue is made a lot worse by lower volumes (also down 4%) and a 17% increase in unit costs per 6E ounce. The safety performance also worsened, with seven fatalities at managed operations – this simply isn’t acceptable. Headline earnings per share (HEPS) fell by 17%. The balance sheet is strong at least, with R26.5 billion in net cash at the end of the period. Free cash flow was R28.8 billion (vs. R38.3 billion in the prior year), net of capital investment of R9.1 billion. The total dividend for the year is 1,575 cents per share, down 28.4% from the prior year. In terms of outlook, the palladium and rhodium markets are expected to remain tight (which is supportive of price) whereas the platinum prospects “remain muted” in the near term. The share price is down more than 23% this year.
African Rainbow Minerals has released results for the year ended June 2022. HEPS has fallen from R66.88 to R57.87, a drop of 13.5%. Despite this, the final dividend is identical to last year at R20 per share, bringing the full year dividend to R32 per share (vs. R30 last year). The coal business was firmly the highlight, swinging from a headline loss of R250 million to headline earnings of R928 million. This is the smallest part of the group though (contributing 8% of earnings), so it couldn’t save a situation where the much larger ferrous and PGM businesses saw earnings drop by 16% and 34% respectively. Net cash improved by R2.97 billion to R11.18 billion. Operationally, the group has concluded the acquisition of the Bokoni Platinum Mine and will now focus on finalising a definitive feasibility study. Development capital of R5.3 billion is expected over three years to ramp up the mine to steady-state production.
Santam has released its interim financial results for the six months to June 2022. Although gross written premium grew by a healthy 23%, the impact of the floods etc. drove a 53% decrease in HEPS. Of gross claims paid of R14.2 billion, R4.4 billion was attributable to the KZN floods. The group targets a net underwriting margin of 5% to 10% and could only manage 2.3% in this period. Despite the pressure, the interim dividend of 462 cents per share is 7% higher than the prior year.
Sanlam has released a trading statement for the six months ended June 2022. The general insurance business has been suffering, driving a decrease in group HEPS of between 2% and 12%. The life insurance business put in good numbers thanks to lower mortality claims as Covid calmed down. The investment management business achieved higher asset-based income. The credit and structuring business enjoyed lower bad debt charges and higher net interest income. General insurance was hit by the floods in South Africa (with a severe impact on Santam) and lower investment return on insurance funds in Morocco. At group level, the lower equity markets over the period and higher project costs contributed to the decrease in earnings.
Fortress REIT released a trading statement that significantly reduces the forecast distributable earnings for FY23. As the property fund is likely to lose its REIT status, it will now pay tax on its profits (an estimated charge of R350 million in FY23). I must point out that shareholders will pay dividend tax rather than income tax on distributions (i.e. a much lower tax rate as the company will pay some of the tax), so the biggest impact is on pension funds and institutional shareholders that are tax-exempt. They now experience genuine tax leakage, which is why I can’t see them sticking around on the shareholder register. The company’s assumption is that it will lose REIT status on 31 October and that retained cash will be used to reduce debt. Losing REIT status gives the fund a lot more balance sheet flexibility. It would be a spectacularly ironic outcome if everyone looks back five years from now and figures out that REIT status did more harm than good! The fund also released its results for the year ended June 2022, showing a 0.6% increase in NAV per share across the aggregate number of FFA and FFB shares in issue. The loan-to-value ratio has increased from 36.7% to 40% over the past year. Vacancies have reduced from 7.4% to 5.4%.
Truworths has released results for the 53 weeks ended 3 July 2022. The group includes “pro forma” numbers which are on a comparable 52-week basis. As a reminder, retailers who report on a 52-week calendar would have a 53-week period every few years. This obviously limits comparability, so the group reports two sets of numbers to help investors. On that comparable basis, retail sales were up 6.6% and HEPS increased by 42.4%. The group managed to expand its gross margin to 53.5%. Cash generated from operations was R3.9 billion and the group used R1.6 billion for share buybacks. Net debt to equity is only 9.2%. The dividend per share is up 44% to 505 cents, of which 205 cents is the final dividend. After a strong recent rally based on the release of a trading statement, the price of R57.74 equates to a dividend yield of 8.7%. Truworths has underperformed for a long time, so the market treats it as a low-growth stock that needs to provide the bulk of the return as a dividend. Depending on your view on its growth prospects, this is either an opportunity or a value trap.
Insimbi Industrial Holdings has released a trading statement for the six months ended August 2022. HEPS is expected to be at least 20% than the comparable period, which is the minimum disclosure required by the JSE to trigger the release of a trading statement. It often happens that the actual increase is a lot higher, though one cannot assume that this is always the case.
Sasfin announced that GCR has affirmed its national scale rating of long-term BBB+(ZA) and short-term A2(ZA), with the outlook improved from negative to stable. This is some relief after a week of terrible PR for Sasfin related to a Daily Maverick investigation on smuggled illegal cigarette funds.
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Operational updates
Montauk Renewables has announced the planned construction of a second renewable natural gas processing facility at its Apex landfill gas project in Amsterdam, Ohio. This would increase processing capacity by an estimated 40%. The project is expected to be completed in 2024, with the key driver being forecasted biogas feedstock volumes from the host landfill. The expected capital investment is between $25 million – $30 million over the next 12 to 18 months.
Share buybacks and dividends
It seems that South32 has returned to daily share buybacks, so at least British American Tobacco doesn’t need to feel lonely in its ongoing buybacks.
Glencore has repurchased another £18.2 million worth of shares as part of the buyback programme that will run until February 2023.
Notable shuffling of (expensive) chairs
Altron has appointed a new CEO to replace Mteto Nyati. The new man in the seat is Werner Kapp, who spent 22 years at Dimension Data including a role as CEO of Middle East and Africa. Kapp will take over from 1 October 2022.
The CFO of Huge Group has resigned with effect from 1 September 2022. Yes, that is precisely zero days notice. Why, you ask? I don’t know, but it probably isn’t for good reasons. Either the relationship soured or the company disclosure sucks because the resignation happened a while ago. In the meantime, the Financial Manager at Huge Management (Peter Boyce) will take over as Interim CFO.
Texton has changed its company secretary from one consulting entity to another. As a reminder, a company is allowed to appoint a juristic entity (i.e. a company) as its company secretary.
Director dealings
Prepare yourself to feel poor. Bob van Dijk exercised Naspers share options awarded back in March 2014 and had to sell some to cover the taxes. The sales come to nearly R1.3 billion – that is not a typo! I would like to remind you that this was only a portion of the total options exercised. The total value was over R2 billion. For perspective, that’s the same as Aveng’s market cap!
Directors of Sibanye-Stillwater have bought more shares. CEO Neal Froneman was good for $285k, the Chief Organisational Growth Officer (and his associate) tossed R4.5 million into shares and the Chief Sustainability Officer invested over R992k on the local market and over $46k into Sibanye ADRs in the US. The share price has taken a lot of pain this year and a show of faith from the management team goes a long way towards easing investor concerns.
Purple Group announced a sale of shares by Charles Savage as well as the CFO, Gary van Dyk. The group knew that the market would panic on this news, so Purple provided a table showing the movement in their respective holdings this year. The point is that Charles has been a net buyer of shares and Gary is flat:
The CEO of Tradehold (and his wife) have exercised an option to sell shares to Christo Wiese at net asset value per share, which is considerably higher than the current share price. They have exercised this option to the value of over R9.8 million.
A non-executive director of Astral Foods has acquired shares in the company worth R250k.
Unusual things
After 27.14% of the votes were cast against a non-binding advisory vote related to the remuneration policy, Gemfields has invited shareholders to attend a call on 13th September to “express their views” – i.e. complain to the manager.
Majority shareholder Walmart has released details of a firm intention offer to acquire the remaining 47.22% stake in Massmart in a deal worth c.R6,4 billion. The offer of R62 per share represents a premium of 68.7% to the 30-day volume weighted average price as at closing share price on August 26, 2022. Should the scheme not become operative, a standby conditional offer would take effect.
Huge Group has announced a series of agreements for the acquisition of the Interfile Group, a software company which develops and licences its own software. Huge will acquire a 30% stake from the Msemu Investment Trust for R30 million and a 14% stake from Aloecap Private Equity for R14 million. The company is also finalising the acquisition of Gurb Investments’ 25% stake and the founder’s 6%. As part of the transaction Interfile will bring on board a new BEE partner in YW Capital (also acting as transactional adviser to the deal). The management team will hold 5%. Further information in respect of these transactions will be released in due course.
Grindrod Shipping has warned shareholders it is in discussions with LSE-listed Taylor Maritime Investment in relation to a non-binding proposal to acquire the entire issued share capital of the company. The tender offer is for a consideration of US$26 per share representing a cash price of $21 per share in conjunction with a special cash dividend of $5 per share.
Master Drilling Mining Services (MDMS), a subsidiary of Master Drilling, has exercised a call option to acquire a further stake in the A&R Group. In July last year MDMS acquired a 25% stake in the engineering group providing mining solutions, training and products for R78,6 million. MDMS latest acquisition at an estimated cost of R129,4 million will increase its stake in the A&R Group to just above 51%. The purchase price is capped at a maximum of R240,1 million.
Zeder Financial Services, a subsidiary of Zeder Investments, is to dispose of Zeder Africa to ForAfrica Forestry for a disposal consideration of R160 million. Zedar Africa has as its sole asset a 55.62% stake in Agrivision Africa, whose principal activity is the production and milling of agricultural grain produce in Zambia.
Cognition is proposing to sell its 50.01% stake in Private Property to BetterHome Group, ooba and Fledge Capital in a deal worth R150 million. The rational for the sale is the belief that Private Property may benefit from a more industry-aligned shareholder base with the ability to accelerate the growth of its revised strategy.
The April 2022 acquisition by Afristrat Investment of Crosscorn from SATF for a purchase consideration of US$5 million, has been cancelled by mutual consent. The reason for the termination of the deal is that given Afristrat’s recent suspension on the JSE, it is no longer able to issue the shares to satisfy the equity component of the purchase price.
Unlisted Companies
Africa Bank, as the successful bidder, has acquired the majority of financial services provider Ubank’s disclosed assets and liabilities. Ubank has a presence in the mining sector and a distribution footprint that compliments African Bank’s existing national offering and feeds into its push to diversify funding sources. The parties have agreed on a total cash consideration payable of up to R80 million.
Nyanza Light Metals, a manufacturer of titanium dioxide pigment and other co-products, has received an initial US$3 million investment from Lagos-headquartered Africa Finance Corporation which will go towards the completion of its plant in Richards Bay Industrial Development Zone – taking the US$550 million project to financial close in H1 2023.
Barclays plc is to undertake an accelerated bookbuild to dispose of its remaining 7.44% stake (63,072,652 shares) in Absa Group. The shares will be placed at R169 per share for a total consideration of R10,66 billion. Following the sale, Barclays will no longer own any ordinary shares in the Absa Group.
Rebosis Property Fund has entered business rescue following the failure of its turn-around strategy to strengthen the Group’s balance sheet. The group announcement lists restricted timeframes, the impact of a rising interest rate cycle and the delay of rental payments by government departments and municipalities as reasons for the vulnerable financial position it now finds itself.
Altvest Capital which listed on the Cape Town Stock Exchange in May this year has taken a secondary listing on A2X with effect from September 6, 2022. MAS plc indicated this week that it too was aiming to take a secondary listing on the A2X alternative exchange with further details to be provided in due course.
Tsogo Sun Hotels has received confirmation of its name change from the Companies and Intellectual Property Commission. Shares under the name Southern Sun will trade from September 7, 2022.
A number of companies announced the repurchase of shares
Super Group has repurchased 25,025,919 shares in the open market at an average share price of R29.63 per repurchase share. The shares were repurchased between May and August, excluding the closed period, for a total value of R741,5 million. Following the repurchase, the group holds 12,61 million shares as treasury shares representing 3,47% of the shares in issue.
Glencore this week repurchased 7,420,000 shares for a total consideration of £35,8 million. The share purchases form part of the second part of the Company’s existing buy-back programme which is expected to be completed over the period from August 4, 2022 to February 14, 2023.
South32 has restarted its repurchase programme and this week repurchased 990,346 shares at an aggregate cost of A$4,11 million.
Prosus continued with its open-ended share repurchase programme. This week the company announced that during the period 22nd to 26th August 2022, a total of 3,234,455 Prosus shares were acquired for an aggregate €208,14 million.
British American Tobacco repurchased a further 690,602 shares this week for a total of £23,9 million. Following the purchase of these shares, the company holds 207,154, 782 of its shares in Treasury.
Three companies issued profit warnings. The companies were: Trellidor, Mustek and Fortress REIT.
Six companies this week issued or withdrew cautionary notices. The companies were: PSV Holdings, Cognition, Tongaat Hulett, Huge, Grindrod Shipping and Conduit Capital.
Nigerian commercial entity Fidelity Bank has entered into a binding agreement to acquire Union Bank United Kingdom, representing Fidelity Bank’s first foray into international markets. The deal, of which no financial details were disclosed, remains subject to the approval of the UK’s Prudential Regulatory Authority.
Cairo-based private equity firm Ezdehar Management is to acquire a 60% stake in Egyptian grocery retail chain Zahran Market. The stake is to be acquired through its Mid-Cap Fund II for an undisclosed sum. Through the partnership, Zahran Market aims to solidify its position locally and to expand its footprint to the underserved regions of the country.
EFG Hermes’ lifestyle-enabling fintech arm, valU, has acquired Paynas, the Egyptian HR and payroll platform. The transaction furthers valU’s strategy to grow the business and enhance its tech power, increasing its footprint to reach Paynas’ large and growing base of SMMEs.
Africa-focused investment company Tana Africa Capital, together with Sango Capital, a South African investment management firm, has made a minority investment in Sundry Markets, a Nigerian grocery retailer operating through the ‘market square’ brand.
Pezesha, a Kenyan pan-African fintech offering B2B digital lending infrastructure with a focus on providing affordable working capital to financially excluded SMEs, has raised US$11 million in a pre-series A round. The investment, a mix of equity and debt, will be used to scale operations in core markets within the East African region and expand into West Africa. The funding round was led by Women’s World Banking Partners II.
Anchor, the Nigerian banking-as-a-service startup providing the interface, dashboards and tools to help developers embed and build banking products, has raised c.US$1 million in a pre-seed round. Investors included Byld Ventures, Y Combinator, Luno Expeditions, Niche Capital among others. The funding will be used to scale the business.
Egyptian cloud-based subscription management platform SubsBase has closed a seed round of US$2,4 million. The round was led by Global Ventures with participation from HALA Ventures, P1 Ventures, Plus Venture Capital, Plug and Play, Ingressive Capital and Camel Ventures together with several existing investors. Funds will be used to develop SubsBase’s global and regional integration capabilities and build its educational content and business development support for recurring revenue-based businesses.
Edtech startup OBM, Egypt’s education startup, has raised a six-digit figure from EdVentures in a second round of investment. Funds will be used for expansion and the launch of its new application ‘Taleb’.
Grey, a Nigerian-based fintech startup enabling cross-border payments, has raised US$2 million in seed funding in a round supported by Y Combinator, Soma Capital and Heirloom Fund among others.
Omnibiz, a Nigerian retail-tech startup, has raised US$15 million (in debt and equity) in a pre-series A round led by Timon Capital with participation from Ventures Platform, LoftyInc Capital Management, Chapel Hill Denham and others. The funding will be used to accelerate retailer growth and retention.
WamiAgro, a Ghanaian agritech startup, has received c.US$227,000 from impact investment fund Wangara Green Ventures. The investment will be used to offer training, provide input loans and provide access to markets by small-hold farmers across the grains value chains.
For private equity firms in Africa, achieving successful exits is now more important than ever. Why now? Fundraising for PE firms in Africa and across numerous emerging markets has been particularly tough over the last three to five years. While the investment and exit volumes and values for PE rose to all-time highs globally, this was not necessarily the case in Africa.
PE firms have not been under as much pressure to put new capital to work and, in other instances, may not have had capital available for new investments. What capital was available may have been set aside to further invest into existing portfolio companies, whether to make bolt-on investments or to weather the ‘storm’ caused by the impact of COVID-19. PE firms in Africa were and have rightly been more focused on creating value in their existing portfolio companies and getting them ready for an exit.
The economic environment became tougher towards the end of Q1 2022 when compared with Q1 2021, due to the Ukraine-Russia war and the rise in interest rates in developed markets, to levels not seen for many years or even decades. Given this uncertainty, the few possible IPOs being considered have been placed on ‘pause’, waiting for an IPO window to open. The level of interest of trade buyers from developed markets has also reduced, with international PE firms more cautious on the deployment of capital. As noted earlier, local PE buyers have limited ‘dry powder’. For these reasons, the buyer universe is, in our view, more challenging than in 2021, and preparation for an exit is thus more critical than it has probably ever been. PE firms in Africa need to show more successful exits to demonstrate their abilities in value creation, and show a track record of healthy returns to raise capital for new funds.
What exactly is ‘‘Exit Readiness’’ and how can this be best done in these ever-changing times?
The good news is the ‘Exit Readiness’ process has not changed. Rather, it is the environment around it that has changed. Because the environment is so different, PE firms need to re-examine the full range of assumptions around the portfolio companies that they are looking to prepare for exit. We view ‘Exit Readiness’ through five main topics.
Who are the most likely buyers?
Ideally, one should identify five most likely buyers for the portfolio company. Those thought to be the most likely buyers pre-COVID could quite easily be different post-COVID. PE firms need to rerun their buyer screenings to identify those with both the appetite and firepower to pursue a deal. PE firms should create a bespoke series of equity stories that make sense for each buyer, or buyer type, and approach the exit process with increased flexibility and creativity.
What is the equity story?
The current market uncertainties have resulted in an increased dependency on data-driven decision making. PE firms should consider re-writing the equity stories within the current environment, and that expected in the near to medium term. Sellers should consider preparing scenario planning to reassure buyers that they’ve thought through all the potential scenarios and summarised this into a well-developed forecast and plan that provides a clear picture of what is expected to happen, albeit with the flexibility to adjust as required.
Information needs and buyer questions
Identify all the information requirements of all potential ideal buyers. What are the likely key questions that these buyers would have? Information and data required for an exit process can be time consuming to prepare and collect. Periodically refreshing documents will reduce the ‘heavy lift’ required once an exit process is launched. Having a ‘permanent’ virtual data room (VDR) will enable the company to run ad-hoc and confidential exit enquiries. Leading VDR providers have also developed best-in-class lists of information required per sector, transaction type, et cetera, which could be valuable. Clear and simple tracker tools will ensure visibility of progress and accountability for closing information gaps.
Timetable for preparation
‘Exit Readiness’ will enable the preparation of a detailed exit plan starting from c. 18 months before an actual exit occurs. Importantly, it also reduces the risk of the significant workload required for an exit process negatively impacting the normal day-to-day responsibilities of the management team and distracting them from executing on their operational agenda and strategies. Below is a picture illustrating the performance risk under a normal exit process versus that including an ‘Exit Readiness’ process.
Alignment of stakeholders
‘Exit Readiness’ enables all key stakeholders to become aligned and ready to undertake the exit process. We refer to this alignment as the diamond with four key stakeholders for which alignment is critical. These four stakeholders are the sellers (PE and other shareholders), the management team, advisors and the buyers.
Our annual divestment study shows these aspects of exit preparation make the biggest difference to value:
Identification and “fixing” of key risk areas. Tactics to deal with open or closing out of value eroding issues.
An exit strategy to address the equity cases for each of the most likely buyers.
Evidenced forecasts supported by operational plans and consistent KPIs – at the level of detail required to make them credible to buyers.
Planning for the right due diligence to support operational, commercial and tax/legal/regulatory aspects of your plans – so you get value for them.
EY support through ‘Exit Readiness’ helps you make choices, plan and prioritise, to ensure that business as usual continues alongside the exit.
Three final messages to make your ‘Exit Readiness’ a hugely valuable process:
Prepare for a sale before you need a buyer
Take a buyer’s point of view
Prepare, prepare – and prepare some more
Graham Stokoe is an Africa Strategy and Transactions Partner and Africa Private Capital Leader | EY
This article first appeared in DealMakers AFRICA, the continent’s quarterly M&A publication
The growing importance of Environmental, Social and Governance (ESG) matters to stakeholders necessitates a co-ordinated approach to managing and reporting these issues to the board, which could justify appointing a dedicated ESG Manager.
Companies’ boards of directors should be fully aware by now that (i) investors are increasingly looking to invest in companies that are better positioned on ESG issues, (ii) lenders are becoming increasingly aware of the potential impact of significant ESG risks on the creditworthiness of businesses, and (iii) shareholders, customers and civil society are increasingly pushing the ESG agenda. Therefore, it follows that a negative response to the effect that a company’s operations have on ESG will impact the relationship which that company will have with its stakeholders.
Stakeholders now expect company boards to be more conscious of, and report in increasing detail on, how they are fulfilling their ESG responsibilities. This has also become a regulatory issue. In February 2022, the EU published a proposed Directive on Corporate Sustainability Due Diligence (EU Directive), which will apply not only to companies operating in the EU, but also to non-EU companies active in the EU that meet certain criteria, including South African subsidiaries.
The EU Directive requires companies to integrate the implementation of the due diligence policy into the corporate strategy, the compliance of which must be overseen and monitored by the board. Furthermore, the EU Directive provides that, when fulfilling their duty to act in the best interests of the company, directors must consider the consequences of their decisions on sustainability matters. To ensure that executives deliver on strategic ESG objectives, some companies are now looking at introducing ESG KPIs aligned to executive compensation.
However, the practicalities of data collection, data analysis and reporting, including what needs to be reported on, how much detail is required, and who is responsible for co-ordinating ESG compliance in an organisation, still contains many grey areas. Recommendations such as the recently launched JSE Sustainability Disclosure Guidance, GRI Sustainability Reporting Standards, and the Taskforce on Climate-related Financial Disclosures’ recommendations provide general guidelines on disclosure and reporting (much of it on climate change commitments). But to ensure that they are meeting their responsibilities, boards need a practical checklist to track ESG performance and evaluate the ESG impacts of their company’s operation against the set strategic goals.
Who is responsible for reporting to the board on ESG?
This is a critical question. Some companies have an ESG manager who reports to the Social and Ethics Committee and/or an ESG and Sustainability Committee on various ESG aspects. In other companies, different areas of responsibility are reported separately; for example, issues to do with gender and race are reported to the Social and Ethics Committee by the Human Resources Manager; ethics/ procurement by the Procurement Manager; and diversity/inclusion by the Transformation Executive. Alternatively, responsibilities such as the monitoring and reporting of specific ESG-related risks, such as the supply chain risks and ESG and sustainability reporting, is delegated to a different board committee, such as the Audit and Risk Committee.
The lack of integration and a siloed approach to these issues is not ideal. In some international companies, a Chief Sustainability Officer (CSO) with executive seniority has been appointed, and South African companies may follow this trend. In a recent report, the Institute of International Finance and Deloitte surveyed over 70 financial services companies to determine the role of the CSO as a co-ordinator of ESG within the company. In the report, it was found that companies who have given the CSO strong executive support and a broad strategic mandate derive more benefits because of the greater integration of ESG matters and the ability to deliver ESG commitments in a coherent manner for commercial gain.
Covering all three – E, S and G
Initially, much of the focus has been on how companies measure and report on their goals to reduce emissions of greenhouse gases. This has broadened, with companies now reporting on other environmental issues, such as water consumption, and effluent and air emissions.
Equally detailed measurement and reporting is increasingly required for social aspects, which should include not only interaction with employees and surrounding communities about health and safety, but also transformation and training goals. This extends to ethics, including how the company procures goods and puts measures in place to prevent or address corruption. Similarly, governance reporting is expected to move beyond listing who attended board meetings and how much they earn, to demonstrating what difference the leadership of the company has made, how independent it is, and how it has demonstrated its ethical stance. In so doing, it demonstrates its commitment to ensure that the negative impact of the company’s operations in respect of ESG factors is reduced.
How do directors know that they have fully discharged their ESG responsibilities?
The starting point is to set specific strategic goals, either as a percentage (e.g. 30% of top management to be female by 2025) or measured from a base year (e.g. to reduce 2019’s levels of water usage by 30% by 2025), and to introduce short-term and long-term goals in order to monitor the progress and stress test the achievement of the set strategic goals.
To provide effective oversight, the directors need to understand the consequences of their decisions on sustainability. They must fully under-stand what the risks are, and the challenges in meeting these set targets, and closely monitor the progress, including identifying specific issues that are blocking progress. In this regard, companies will have to upskill their directors by employing a variety of methods, such as providing specialised board training for the directors on ESG matters and/or appointing directors with ESG expertise. In addition, the directors must understand their various stakeholders’ interests on specific ESG issues, as stakeholders are increasingly demanding answers from directors on these issues. Even if company policy is that directors should not respond to any questions on matters related to the company, in certain circumstances, directors may be at risk if they do not speak out. Directors must be made aware that they may be required to speak on certain topical ESG issues in relation to the company’s operations or, at the very least, explain the company’s ESG strategic goals, and should be provided with relevant holding statements on these goals.
The ESG Manager or the CSO may be tasked with ensuring that the relevant and useful ESG information is provided to the directors and included in the company’s integrated report, to give it prominence alongside financial reporting. Such a functionary would be instrumental in ensuring that relevant and useful ESG information collected across the various departments is provided to the directors or the relevant board committees in a co-ordinated fashion. This person will be able to assist the board in interpreting the issues raised, pressure test the goals, and monitor the progress in achieving them.
Nomsa Mbere and Safiyya Patel are Partners | Webber Wentzel
This article first appeared in DealMakers, SA’s quarterly M&A publication
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