Saturday, July 12, 2025
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Temu Teslas no more: how China won the EV race

If you’ve been to a car expo lately, you’ve probably seen it firsthand: Chinese EVs have evolved from being a curiosity to a force to be reckoned with. And with their sleek designs, competitive pricing, and tech-loaded features, they’re proving that the future of electric cars might not belong to the brands we once expected.

Once the undisputed leader of the EV world, Tesla is now slipping – and hard. Sales took a hit across the US, China, and major European markets in February this year, and its stock price has nosedived nearly 50% from its mid-December peak. Part of that slump is directly tied to controversy (consider that Tesla sales in Germany have collapsed by 76% since Elon Musk’s famous “Roman salute” in January). But beyond the dodgy politics lies a bigger problem: an Eastern competitor decades in the making. 

With rivals gaining ground and sentiment shifting, Tesla’s reign isn’t looking as secure as it once was. In China, where local giant BYD continues its unstoppable rise, Tesla’s numbers fell by 49%. Beyond their homeground advantage, Chinese automakers are also dominating emerging markets (hello, South Africa), and it’s not hard to see why. Chinese brands just keep pushing the envelope on everything from aesthetics to pricing. Just this week, BYD unveiled a new lineup of EVs that can charge almost as fast as filling up a petrol tank. Meanwhile, Tesla is fiddling around with a re-release of the Model Y. 

To most of us here on the Southern tip of Africa, it feels like the Chinese vehicle tsunami came out of nowhere – but in reality, this wave has been building up momentum since before Tesla released its first electric Roadster. So what’s the secret behind Chinese success?

You guessed it – it’s the government

Back in the early 2000s, China’s car industry was having a bit of an identity crisis. It was a manufacturing giant, sure, but they couldn’t hold a candle to the German, Japanese, or American automakers ruling the roads. Competing in the internal-combustion engine (ICE) game was clearly a lost cause. Those legacy brands had decades of R&D and motorsport heritage behind them. Even hybrids were already Japan’s domain, leaving China without an obvious lane to dominate.

So, instead of trying to play catch-up, China swerved entirely. The government bet big on a technology that, at the time, was more of a futuristic fantasy than a viable market: fully electric vehicles.

It was a massive risk. Back then, EVs were little more than niche science projects; GM had already scrapped its early attempt, Toyota’s EVs were short-lived, and Tesla was still a tiny startup. But for China, the potential payoff was too good to ignore. EVs weren’t just a way to stake a claim in the auto industry, they were also a solution to some of China’s biggest problems: choking air pollution, dependence on foreign oil, and the need for an economic boost post-2008 financial crisis.

In 2001, EVs became a priority project in China’s Five-Year Plan, the country’s most important economic playbook. Another key turning point came in 2007, when Wan Gang, a former Audi engineer and an early EV evangelist, became China’s minister of science and technology. He was an early and outspoken fan of Tesla’s first Roadster, and insiders now credit him with China’s decision to go all-in on electric cars.

One thing about the Chinese government: it does not do half-measures. It threw everything at making EVs work, handing out massive subsidies and pouring over 200 billion RMB ($29 billion) into tax breaks and direct incentives between 2009 and 2022. It even rigged the registration system for new cars in favour of EV buyers. If you want a petrol car in Beijing, you’re in for a battle for a licence plate in an expensive, years-long lottery. Want an EV? No problem – here’s your plate immediately – no wait, no fuss.

And when private buyers took longer than expected to bite, the government made sure EV companies had a market anyway. Public transport fleets became a testing ground for China’s first EVs, with cities buying up electric buses and taxis before consumer adoption took off. Shenzhen, home to BYD, became the first city in the world to electrify its entire bus fleet.

Fast forward to today, and the results of the Chinese government’s investment speak for themselves. From just 500 EVs sold in 2009, China hit nearly 11 million EVs in 2024. For reference, that’s more than half of all EVs sold worldwide. The subsidies have officially ended, but that seems to be OK in markets like China. The government’s early push gave Chinese automakers the momentum to go toe-to-toe with the biggest names in the business. Now they’re thriving, while legacy carmakers and erstwhile innovators are shrinking in the rearview mirror. Notably, not all markets have achieved the level of EV adoption seen in China, so subsidies remain an important factor elsewhere in the world.

Where’s the juice?

If there’s one thing that makes or breaks an EV, it’s the battery (obviously). It accounts for around 40% of the cost of the car, which means the challenge has always been the same: how do you make a battery that’s powerful, reliable, and still affordable?

While the West was focusing on lithium nickel manganese cobalt (NMC) batteries, China started its EV journey with lithium iron phosphate (LFP) batteries. These were cheaper and safer, but back then, they had some serious downsides, including low energy density and poor cold-weather performance. Instead of giving up on LFP, a few Chinese battery giants (like CATL) spent a decade fine-tuning the technology. Fast forward to today, and they’ve basically closed the gap, and the EV industry is catching on. 

By 2022, roughly a third of all EV batteries were LFPs. That’s a direct result of China’s relentless innovation – but battery tech is just half the story. China also controls a huge chunk of the global supply chain for critical battery-making materials like cobalt, nickel sulfate, lithium hydroxide, and graphite. While other manufacturers are scrambling to lock in deals for raw materials with the likes of Chile and Australia, China had the foresight to dominate refining capacity years ago.

As a result, Chinese EV batteries are not only cheaper, but also more widely available, and that’s why China’s battery makers are now sitting at the top of the global supply chain. For rival EV makers, you can imagine that this is like trying to outdo Italy in espresso-making – if Italy also controlled the best coffee beans, the top roasting facilities, and the finest espresso machines in the world.

Temu Teslas for the win

The rise of these EV brands has gone hand in hand with a new generation of car buyers who don’t see Chinese brands as second-rate or inferior to foreign ones. These buyers grew up with Alibaba, SHEIN and Tencent, so they’re far more comfortable with Chinese brands than their parents, who still instinctively lean toward a German or Japanese badge. And remember, those same parents were once wary of anything made in Japan!

Millennial and Gen Z car owners put more value on affordability and a smaller debt commitment than on brand prestige or heritage (a lesson that Jaguar’s marketing department had to learn the hard way). 

So, what happens next? Even if Tesla could somehow disentangle itself from the professional stick-poker that is Elon Musk, it still faces the challenge of falling behind a country that does everything at double speed, from innovating to manufacturing. It’s the classic tortoise-and-hare story – except in this version, the tortoise took the time to build itself a jetpack.

About the author: Dominique Olivier

Dominique Olivier is the founder of human.writer, where she uses her love of storytelling and ideation to help brands solve problems.

She is a weekly columnist in Ghost Mail and collaborates with The Finance Ghost on Ghost Mail Weekender, a Sunday publication designed to help you be more interesting. She now also writes a regular column for Daily Maverick.

Dominique can be reached on LinkedIn here.

GHOST BITES (Choppies | Investec | Momentum | Shaftesbury | South Ocean Holdings)

Solid earnings at Choppies, but a flat dividend (JSE: CHP)

It’s somewhat hilarious that this has been the pick of the retailers in 2025

I’m not sure what you had on your bingo card coming into this year, but I certainly didn’t have an expectation for Choppies to be massively outperforming the South African retailers. Yet here we are, with a year-to-date move of 26% at a time when most local retailers are firmly in the red!

The results for the six months to December 2024 give some support to this move. Revenue was up by 19.4%, with sales in like-for-like stores up by 15.1%. Although gross profit margin came under some pressure with a decline of 10 basis points due to promotional behaviour by competitors, they still saw a strong increase in gross profit of 18.7%.

The shine does come off once we take expenses into account, with a 22.9% increase driven by a number of factors including forex losses on lease liabilities and the loss on sale of the Zimbabwe segment. Some of this sounds non-recurring in nature.

Operating profit was up just 6.1% due to the jump in expenses, with operating margin down 50 basis points to 4.06%. In terms of HEPS, which reverses out those irritating impairments and other non-recurring issues, they were up 32.7%.

Tempting as it may be to focus on the HEPS number, it’s worth pointing out that net cash from operating activities fell by 6% and the dividend was flat at 1.6 thebe per share. Still, the market is clearly pricing in growth for this business!


Investec’s UK business has negatively impacted their latest numbers (JSE: INL | JSE: INP)

To be fair, they faced a demanding base period in the UK

Investec has released a pre-close update dealing with the year ending 31 March 2025. This is designed to update the market on performance before heading into a closed period which only ends when results are released. Not all companies do this, but it’s always good to see more disclosure rather than less.

The group’s pre-provision operating profit is between 5% and 12% higher than the prior year. That sounds great, yet HEPS is between 8% lower and just 1% higher. Impairments had a significant impact on the numbers, even though the credit loss ratio is still within the through-the-cycle range of 25 basis points to 45 basis points.

If you dig deeper, you’ll see that the South African business expects a credit loss ratio around the lower end of their through-the-cycle range of 15 basis points to 35 basis points. In the UK, the expected credit loss ratio is at the upper end of the guided range of 50 basis points to 60 basis points. The impact of specific impairments in the UK business has hurt them, although the Specialist Bank segment was also trying to grow against a base year in which operating profit had increased 33.9%. When you consider that the latest performance is a move of -4% to +4% in the UK, the two-year view is still strong in that business.

Notably, the cost-to-income ratio improved, so cost control was decent. This confirms that it was firmly an impairments story that took the shine off the growth numbers. Another highlight worth mentioning is the 14.5% increase in funds under management in Southern Africa, boosted by net inflows.

Group return on equity is between 13% and 14%, which is at the lower end of the medium-term target range of 13% to 17%.


Momentum shows what happens when everything goes right (JSE: MTM)

The share price closed almost 11% higher on the day of results

Momentum has released results for the six months to December. They are certainly living up to their name, as the group enjoyed a period in which its key business units delivered strong growth.

Normalised headline earnings per share increased by a delicious 48%, followed closely by the interim dividend with 42% growth. Those are exceptional numbers, leading to return on embedded value per share jumping from 11.6% to 16.8%.

With underlying drivers of performance like improved persistency in life insurance, better underwriting profits in the short-term business and favourable market returns, there’s a lot to smile about here. Even the operating loss in India was reduced!

Despite this, the embedded value per share of R39.29 is significantly higher than the share price of R32.68. This suggests that there might be more room for this share price to run, even though its up 58% over 12 months. Alternatively, you could argue that the market is worried about how maintainable these returns are.

The group has affirmed its financial ambitions for 2027, which include return on equity of 20%. Considering they just banked a return on equity of 24.6%, this perhaps suggests that conditions in this period were just unsustainably good. The share price trading at such a discount to embedded value would support this view. South African investors do tend to have a “it’s too good to be true” mentality, given the last decade or so on our market.


Shaftesbury is allowing a minority shareholder into Covent Garden (JSE: SHC)

The order of events on SENS was rather funny

Before the market opened on Thursday, Shaftesbury released a “response to market speculation” that confirmed that discussions with underway with Norges Bank Investment Management (NBIM) regarding a potential sale of 25% of Covent Garden. That announcement went on to say that there’s no certainty of a transaction being agreed.

Certainty came rather quickly, as just two hours later there was an announcement of the full terms of the deal!

So, onto the deal we go. Shaftesbury will sell 25% of Covent Garden to NBIM for £570 million, which values the asset in line with its balance sheet value as at December 2024. This is an iconic property in the West End of London, which has to be one of the best places in the world to have property. This is why the net initial yield is just 3.6%, which tells you how low a return investors are willing to accept for the underlying risk – or perceived lack thereof.

This is a NAV-neutral deal, as they are selling the stake based on current book value i.e. they are just exchanging an equity investment for cash. But from an earnings perspective, they note that this is accretive as they are unlocking capital through selling down the stake and still earning fee income based on the management of the property.

Shaftesbury has a solid balance sheet, but they will still use the proceeds to reduce debt. The remaining cash will be deployed as opportunities arise for acquisitions and portfolio refurbishment and improvement projects.


South Ocean Holdings had a horrible time in 2024 (JSE: SOH)

Revenue is pretty much the only thing that went up

When a set of results starts with a 9% increase in revenue, you would expect to see the rest of the income statement looking good as well. Alas, South Ocean Holdings suffered an ugly drop in HEPS of 62%. The dividend was 50% down. Clearly, the year to December 2024 didn’t go well.

Things went wrong right near the top of the income statement, as gross profit margin plummeted from 9.7% to 5.8%. This is a low margin business that just got a whole lot lower. Despite revenue increasing, gross profit itself was down 35% and the rest of the numbers didn’t stand much of a chance from there.

The pressure is being caused by imported goods in the market. That’s really bad news, as it suggests that this isn’t a temporary issue. To add to the worries, the overdraft facility has ballooned from R224 million to R417 million and is due for renewal during July 2025. Ongoing support from the bankers is required here.

The group is still profitable at least, so that should hopefully keep the bankers at bay. As for shareholders though, it’s a rough situation. This sounds like a structural problem rather than a temporary one.


Nibbles:

  • Director dealings:
    • The former CEO of Standard Bank (JSE: SBK) sold non-redeemable preference shares in the bank worth R2.4 million.
    • The company secretary of Impala Platinum (JSE: IMP) sold shares worth R1.2 million.
    • The CEO of Putprop (JSE: PPR) bought shares worth R212k.
    • Des de Beer bought shares in Lighthouse Properties (JSE: LTE) worth R183k.
  • Libstar (JSE: LBR), which has indicated to the market that they are considering various strategic options, announced the appointment of ex-Pioneer Foods CEO Tertius Carstens to the board as a non-executive director.
  • AngloGold Ashanti (JSE: ANG) is busy with site tours for analysts. After releasing a presentation earlier in the week dealing with the Obuasi mine, there’s now one on Sukari. If you enjoy (and understand) the more technical elements of mining, you’ll find them on the home page of the AngloGold website.
  • Anglo American Platinum (JSE: AMS) is planning a change of name, so they are trying to make it as clear as possible to the market that they are splitting from Anglo American (JSE: AGL). The proposed new name is Valterra Platinum.
  • Wesizwe Platinum (JSE: WEZ) is suffering a delay in the publication of its 2024 financials. This is due to a cyber attack towards the end of 2024, which impacted the financial systems of the company.
  • In the incredibly unlikely event that you are itching for Globe Trade Centre (JSE: GTC) to release the 2024 annual report, you’ll have to wait a bit longer as it’s scheduled for 29 April. The Q1 2025 release has been pushed out to 29 May.

GHOST BITES (ArcelorMittal | Sabvest)

ArcelorMittal is still winding down the long steel business (JSE: ACL)

Thus far, nothing has emerged that could stop the process

ArcelorMittal is very begrudgingly winding down their long steel business. They fully understand the social impact that this has. The only way to stop this process would be through a funding package and agreement with stakeholders (including government) on measures to improve the economics.

In the meantime, the company has received various offers regarding the longs business and even the group as a whole. At this stage, nothing is a firm intention to make an offer as defined in the Companies Act.

Of course, this didn’t stop the share price from closing 7.7% higher on Wednesday as speculative punters took a stab at the thought of an offer coming through for the group.


Sabvest had an excellent year in 2024 (JSE: SBP)

NAV per share growth was well above recent averages

Investment holding company Sabvest had a particularly good time in 2024. The net asset value (NAV) per share grew by 20.8%. This is the right metric for an investment holding company to use. The dividend per share increased by 16.7% and I think we can agree that cash is a language that we all understand.

They have a long-term mindset at Sabvest, which means you’ll usually see them referencing things like the 15-year compound annual growth rate (CAGR) in the NAV per share. Sitting at 18.1% without reinvesting dividends, I would also make a noise about that number!

Things have been tougher post-pandemic, with the 3-year CAGR for NAV at 12.1% (still a solid number). You can therefore see that 2024 was significantly better than recent years. Importantly, this is due to growth in earnings in the underlying portfolio companies, as the multiples used to value the companies are unchanged vs. 2023 with the exception of two investments. In other words, the NAV growth isn’t thanks to valuation trickery.

The thing that makes Sabvest interesting is that most of the portfolio sits in unlisted assets that the market can’t get access to any other way. This is exactly what investment holding companies should do.

There were a number of underlying transactions in the portfolio in 2024, with one of the notable ones being the sale of the WeBuyCars shares received from Transaction Capital through the unbundling. Along with other sales, this led to a material decrease in debt during the period.

The NAV per share is R132.13 and the share price is R87.50, so there’s a material discount to NAV as per usual for investment holding companies.


Nibbles:

  • Director dealings:
    • A non-executive director of Discovery (JSE: DSY) sold shares worth R986k.
    • Des de Beer bought more shares in Lighthouse Properties (JSE: LTE), this time to the value of R434k.
    • A director of OUTsurance (JSE: OGL) bought shares worth R99k.
  • Sappi (JSE: SPP) successfully closed the raise of €300 million worth of 4.5% sustainability-linked senior notes due 2032, They will use the net proceeds to redeem €240 million in notes due 2026, with the remainder for general corporate purposes.
  • Sephaku Holdings (JSE: SEP) has followed in the footsteps of many other small- and mid-caps in moving its listing to the General Segment of the JSE. The idea is that this is a less onerous regulatory environment for smaller listed companies.

GHOST WRAP – Q1 winners on the JSE

Earnings season is drawing to a close and it feels like we’ve all earned a holiday. In considering how the first few months of the year have played out, some surprising winners have emerged.

The performance in gold is simply a case of the sector carrying on where it left off in 2024, but what about platinum? And where did that telecoms rally come from? Also, have retail stocks continued their slide since the previous episode of Ghost Wrap that focused on that issue?

This podcast gives you great context to the year-to-date performance on the JSE. 

The Ghost Wrap podcast is proudly brought to you by Forvis Mazars, a leading international audit, tax and advisory firm with a national footprint within South Africa. Visit the Forvis Mazars website for more information.

Listen to the podcast here:

Transcript:

Where have the local wins been in 2025?

It feels like earnings season is nearly over. Well done – we survived! Personally, I feel like I need a holiday.

In the previous edition of Ghost Wrap, I looked at how the retailers really struggled in the first month or so of the new calendar year, so I suspect many of them felt like they needed a holiday as well. In literally the past couple of days, the stocks have finally stopped dropping and have turned higher. Still, some of these retailers are down more than 20% year-to-date, so the consumer-facing stuff has been ugly for local investors.

But what have the winners been? Where could you have really made money on the JSE thus far in 2025? Bearing in mind that we are roughly three months in, a reasonable annual return expectation means you should be smiling if you’re up 3% or so this year. But then why is a Top 40 ETF up 9.3% year-to-date? And how can this performance be so different to buying the S&P 500 as a local ETF, in which case you would be down 7% year-to-date in rand?

The answer lies in the constituents of the index of course, as well as the rotation away from US stocks this year. On that note, we better start with mining. After all, that’s where the action has been on the local market.

Gold is glittering

Gold. We simply have to start there. The glittering has continued this year, with the yellow metal going over $3,000 an ounce for the first time. This has allowed the gold miners to continue their run from 2024, with the likes of Gold Fields up 50%. It almost doesn’t matter where you look, as Harmony is up 41% and AngloGold Ashanti has done 43%.

But what of Pan African Resources? Why is that “only” up 17%? I think this is a particularly interesting one, as this is the long position that I added in the past few weeks. The company had a disappointing period in the six months to December 2024, with production coming in below expectations. Obviously, when the gold price is doing well, investors want to see production being as efficient as possible to really take advantage of that price. Now, whilst I agree that poor numbers need to be punished in a share price, the reality is that production guidance for 2025 was maintained by Pan African. In other words, they expect to claw back the issues in the second half of the year. Looking ahead to FY26, there are major projects coming on stream to boost production. To add to my bull case, there’s a gold derivative that expired at the end of February, so they are now seeing the full benefit of the gold price, and yet the share price reacted so negatively to news of production in the first six months – I just couldn’t help but put on a position on the basis of that sell-off.

Watch this one closely. I wouldn’t be surprised if by the end of this year, Pan African Resources is top of the pile if we use that post sell-off base for comparative purposes – and that was my in-price. Hopefully, it works out.

Platinum – is that you?

By now, reading about a supply deficit in the platinum market is nothing new. It feels like this is the same story over and over again, usually accompanied by a chart showing how EV demand isn’t living up to expectations and thus demand for platinum in Internal Combustion Engine (ICE) cars must continue. Now, at some point, the supply and demand dynamics come true and there is a deficit. If prices stay depressed for a long time, investment in mining capacity is low or non-existent and hence supply shrinks. If you do then see an uptick in demand, inevitably the price spikes and this encourages investment in capacity, which then solves the supply issue and hence prices come down. This is why these are called cyclical industries. Platinum just has particularly tricky cycles to manage – and there’s a worry about structural decline in the market.

Thus far in 2025, the market seems to be believing something about the platinum story other than a structural decline. The price of Platinum Futures is up 9.5% year-to-date. Before you get too excited, it’s only up 12% in the past year and it’s been really range-bound over the period. Still, with prices of the commodity having gone in the right direction, we’ve seen quite a rally in the sector. Impala Platinum is up 37%, Northam Platinum is up 35% and Amplats has done 27%.

By the way, Sibanye-Stillwater is so downtrodden that the share price is up only 25%, below the platinum peers and the gold peers even though those are the major commodities at the group. Still, 25% up is a lot better than punters are used to seeing recently.

The variance over 12 months within the sector is astonishing though, showing how marginal the economics have been in this industry. It really does separate the better-quality companies from the ones that are struggling. Where companies are producing efficiently and lower down the cost curve, there’s performance to be enjoyed. For example, Impala Platinum is up 83% over 12 months, while Amplats is up just 7.6%! Timing and base effects make a difference here, but it’s very different to gold, where basically everything is up and by substantial margins. Platinum is far more volatile and riskier.

What about the rest of the market?

I’ve gotta tell you that things haven’t been great outside of the mining sector. For context, the Resource 10 index is up 27% year-to-date, so clearly the rest of the market isn’t shooting the lights out if overall JSE returns are in the single digits. If you look at the Small Cap index, you’ll clearly see the impact of the risk-off environment in equities that we’ve seen in the US, as that’s down 7.5% year-to-date. The mid-cap index is down 1.5%. The Financial 15 index is down 1%. This really leaves us with the industrials index to look at, which is basically the polony of the JSE – the index where they put everything that doesn’t have an obvious home anywhere else. And it has been doing well, which means we need to look at the constituents.

A good example of what’s in here would be Naspers, which has the largest contribution to the capped industrial index. Thanks to a resurgence in belief in China, it’s up 19% year-to-date. Prosus is up even more, with a 22% return. I’m invested in Prosus, a position I picked up in January when there was sell-off that didn’t make sense to me. Happily, that means I’m up 31%! I just wish it was a bigger proportion of my portfolio.

An area where I have no exposure at all is the telecoms space. Most of the time, I don’t feel like I’m missing out, as it hasn’t been a great performer over a long time period. But this year, that’s been another growth area on the JSE. MTN is up 26% year-to-date, Vodacom is up 14% and Telkom is up nearly 6%, well below the other two but still really good when you annualise that return. But the winner by far is Blue Label Telecom, up 34% this year as the market puts more belief in the Cell C strategy.

Why is the telecoms sector doing well this year? Some of it is probably related to a general outlook that 2025 will be a better year for African currencies. Honestly, they deserve a break, as recent times have been incredibly bad and have really hurt these businesses. A lot of it is also some of the recent growth in South Africa, which has been pretty decent by telecom standards. Of course, when you see moves like these, what it really tells you is that the valuation was so depressed that even a small amount of good news makes a difference.

What am I watching?

A lot of things – but what I will highlight on the local market is that some of the banking moves are worth keeping an eye on. For example, does it make sense that Standard Bank is up 8.4% this year, yet Absa – which also has major Africa exposure – is down over 2%? Absa is now on a trailing dividend yield of 7.9%. Sure, it’s certainly no rocket ship from a growth perspective and we do have the interest rate cycle to worry about, but that’s just one of the names that I’m keeping an eye on. They also have a new CEO coming on board, which is interesting.

The great thing about the markets is that they keep dishing up volatility and thus opportunity. Stay disciplined and stay alert to silly moves especially, like the gift that the market delivered in Prosus in January.

It’s going to be particularly interesting this year to see whether there’s follow-through in the mining and telecoms industries. They’ve both had a hard time for a long time. Maybe this is their year? Time will tell.

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

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Gaia Renewables 1 has acquired stakes in three renewable energy plants from the IDEAS Renewable Energy Fund which is managed by African Infrastructure Investment Managers (Old Mutual). The deal, funded with debt and equity, will see the Gaia fund acquiring a 10% stake in each of the Linde and Kalkbult solar photovoltaic plants in the Northern Cape as well as a 21% stake in the Jeffreys Bay Wind Farm in the Eastern Cape. The aggregate value of the transactions is said to be more than R700 million.

Patrice Motsepe’s Ubuntu-Botho Investments, the majority shareholder of JSE-listed African Rainbow Capital Investments (ARCI), has made an offer to minority shareholders valued at c.R5,9 billion following a drawn-out decision to delist the company and move the entity’s domicle from Mauritius to South Africa. The offer of R9.75 per share is a 21% premium to the 30-day VWAP and represents a discount of 22.8% to its announced NAV. ARCI’s stated business has an intrinsic value of R12.78 per share, translating into a valuation of R19,4 billion. The offer for the 40% outstanding stake values the fund at R14,8 billion. Shareholders will need to approve the delisting and re-domiciliation.

Thungela Resources has acquired the remaining stake in the Ensham Business via the acquisition of a 25% stake in Sungela from co-investors Audley Energy and Mayfair Corporations Group. Sungela’s only asset is an 85% stake in Australian Ensham coal mine. The aggregate purchase consideration paid is A$82,8 million – made up in the main of loans of $82 million and a cash payment of $862,500. There is a deferred amount of $7,8 million. In December 2024, Thungela Resources Australia acquired a 15% stake in the mine for A$48 million from Bowen Investment.

Saldanha Steel, a wholly owned subsidiary of ArcelorMittal South Africa, has entered into an agreement to sell two properties in Saldanha, Western Cape for an aggregate R134 million as the struggling steel and mining company looks to dispose of non-core assets.

In its interim results released this week, OUTsurance notified shareholders that the company will dispose of its investment in Merchant Capital. The sale, by way of a company share buyback, will be tranched over a period of 15 months with total proceeds amounting to R92 million.

Weekly corporate finance activity by SA exchange-listed companies

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The JSE has approved the transfer of the listing of Sephaku to the General Segment of Main Board with effect from commencement of trade on 24 March 2025. The listing requirements in this segment are less onerous for the smaller cap firms.

Thungela Resources will implement a share repurchase programme commencing 18 March and ending on 4 of June 2025. The repurchase of shares will take place on the JSE with the aggregate purchase price not exceeding R300 million.

On March 6, 2025, Ninety One plc announced that it would undertake a repurchase programme of up to £30 million. The shares will be purchased in the open market and cancelled to reduce the Company’s ordinary share capital. This week the company repurchased 1,964 of its ordinary shares at an average price of 145 pence.

In its annual financial statements released in August 2024, South32 announced that it would increase its capital management programme by US$200 million, to be returned via an on-market share buy-back. This week 352,304 shares were repurchased at an aggregate cost of A$1,27 million.

On 19 February 2025, Glencore plc announced the commencement of a new US$1 billion share buyback programme, with the intended completion by the time of the Group’s interim results announcement in August 2025. This week the company repurchased 11,500,000 shares at an average price per share of £3.19.

In October 2024, Anheuser-Busch InBev announced a US$2 billion share buy-back programme to be executed within the next 12 months which will result in the repurchase of c.31,7 million shares. The shares acquired will be kept as treasury shares to fulfil future share delivery commitments under the group’s stock ownership plans. During the period 10 – 14 March 2025, the group repurchased 842,367 shares for €48,43 million.

Hammerson plc continued with its programme to purchase its ordinary shares up to a maximum consideration of £140 million. The sole purpose of the buyback programme is to reduce the company’s share capital. This week the company repurchased 320,987 shares at an average price per share of 249 pence.

In line with its share buyback programme announced in March 2024, British American Tobacco plc this week repurchased a further 430,381 shares at an average price of £31.75 per share for an aggregate £13,67 million.

During the period February 10 to 14 March 2025, Prosus repurchased a further 6,551,068 Prosus shares for an aggregate €281,74 million and Naspers, a further 370,294 Naspers shares for a total consideration of R1,73 billion.

One company issued a profit warning this week: Astoria Investments.

During the week two companies issued cautionary notices: Tongaat Hulett and ArcelorMittal South Africa.

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

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Leta, a Nairobi-based logistics software-as-a-service provider has raised US$5 million in seed funding from Speedinvest, Google’s Africa Investment Fund and Equator. Leta is looking to double revenue in the coming months as it expands into more countries across Africa and the Middle East with clients such as KFC and Diageo, both of whom are existing clients.

Woodside Energy has elected not to exercise its option to farm-in to the Petroleum Exploration License 87 (PEL 87) project. PEL 87 governs the 2713A 2713B blocks in Namibia’s Orange Basin and is operated by Pancontinental Orange which has a 75% stake. Custos Investments holds 15% and the National Petroleum Corporation of Namibia holds the remaining 10%.

Egyptian healthcare and pharmaceutical solutions company, Grinta, has acquired primary healthcare service chain, Citi Clinic for an undisclosed sum. At the same time, Grinta announced a strategic investment in the company in a funding round led by Beltone Venture Capital and Raed Ventures. The size of the round was not disclosed.

Mirova Gigaton Fund has provided Kenyan climate technology firm, KOKO, with a carbon finance debt facility to scale up a new type of residential energy utility across Kenya and Rwanda.

Go Big Partners and 216 Capital Ventures have invested in Juridoc, a Tunisian legaltech company. The investment will support Juridoc’s expansion into the OHADA (Organisation for the Harmonisation of Business Law in Africa) region – a consortium of 17 West and Central African countries.

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Sweat Equity: legally toned and ready to flex

The amendments to the South African Companies Act, which came into effect in December 2024, include a long-awaited amendment to sections 40(5) and 40(6), which clarify the requirements in relation to structuring transactions using a version of prospective “sweat equity”, whereby future non-financial contributions, such as skills, expertise and time, may be exchanged for upfront equity.

“Sweat Equity” arrangements have long been used in global transactions, particularly in start-ups, where individuals and companies may be issued equity shares in a company based on their future non-financial contributions (such as time, expertise and effort) to the growth and success of the business. Unlike traditional equity arrangements that rely on financial investment, this mechanism recognises and rewards the value that people bring to a company through their hard work and skills. In the South African context, particularly in relation to black economic empowerment transactions, sweat equity is also an innovative way to enable individuals, especially historically disadvantaged individuals who may not have access to cash, to participate meaningfully in equity transactions, without requiring upfront financial investment.

It is a fundamental principle in South African company law that shares may only be issued against payment of “adequate consideration”. However, in cognisance of the benefits of the sweat equity concept, the 2008 Companies Act included sections 40(5) and 40(6), which provided that shares could be issued for future benefits, future services or future payment, but that if the consideration was in the form of an instrument such that the value cannot immediately be realised by the company, or in the form of an agreement for future services, benefit or payment, then such “consideration” would only be deemed received when the value is actually realised / payment received. In the interim, the equity must be issued and then transferred to a third party, “to be held in trust and later transferred to the subscribing party in accordance with a trust agreement.” Although the inclusion of these sections was considered to be quite far-reaching and innovative at the time, the concept was not clearly captured.

The phrase “in trust” initially caused confusion in the South African market, given that this wording could lead to an interpretation that such arrangement required the establishment of a formal trust in terms of the Trust Property Control Act 57 of 1988 (TPCA), along with all the legal formalities and governance requirements required for trusts under the TPCA.

However, over the years, lawyers and transaction advisors came to the conventional and common sense view that this did not require a formal trust as contemplated in the TPCA. Some interpretations in the market likened the trust construct under section 40(5) to a debenture trust, which has been held in case law not to be registrable under the TPCA (Conze v Masterbond Participation Trust Managers (Pty) Ltd [1996] SA 786 (C)). Essentially, the market view became that section 40(5)(b)(ii) of the Act requires nothing more than that the shares be transferred to a third party other than the company or the subscriber, and the words “held in trust” are simply used to describe the nature of the holding of the shares in escrow.

The 2024 amendments to the Companies Act have given effect to this long held market view and now provide that such shares could be held in terms of a type of escrow arrangement by a “stakeholder”, to be held in terms of a stakeholder agreement and later transferred to the subscribing party in accordance with the stakeholder agreement. This welcome amendment now unequivocally confirms that, in terms of the TPCA, no formal trust is required to be formed in terms of this section. The amendment goes on to provide that a “stakeholder” means an “independent third party who has no interest in the company or the subscribing party, who may be in the form of an attorney, notary public or escrow agent;” and the “stakeholder agreement” means a written contract between the stakeholder and the company.’’ That said, it must be noted that these amendments to Section 40(5) are not available for JSE-listed companies as the JSE listing rules require shares to be fully paid up.

However, for private companies, replacing “trust” with “stakeholder” provides a significant and very welcome clarification, which may be very useful – particularly for the structuring of Black Economic Empowerment Transactions (although these will still require careful structuring in order to ensure compliance with economic interest and voting rights requirements).

In addition, although this amendment paves the way for more flexible sweat equity arrangements, prudent structuring will still be required; for example, to avoid insolvency risks, the parties must ensure that the stakeholder is a financial institution, trust company or attorneys’ firm, properly governed by laws that expressly require and regulate that such shares are held in escrow and are excluded from their personal estates. Furthermore, valuation will remain another key consideration. Sweat equity, by its nature, involves contributions that are often intangible, such as time, skills and intellectual property. While these contributions are valuable, assigning a monetary value to them can be complex.

All in all, this amendment creates additional flexibility for companies to drive transformation while unlocking new opportunities for collaboration and growth. By valuing contributions beyond financial investment, South Africa is paving the way for a more inclusive and innovative economy. The task now is to turn this vision into reality, ensuring that sweat equity becomes not just a tool for empowerment, but a cornerstone of sustainable business success.

Vivien Chaplin is a Director and Phetha Mchunu an Associate in Corporate & Commercial | CDH

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

Bridging the valuation gap: A new era in private equity partnerships

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The post-pandemic landscape has transformed the relationship between private equity firms and business owners.

Gone are the days of inflated valuations. Instead, a more measured approach has emerged, focusing on businesses with robust fundamentals: sustainable earnings, healthy capital structures, and minimal capital expenditure requirements. This shift represents not just a temporary adjustment, but a structural change in how private equity evaluates and approaches potential investments.

Private equity firms evaluate businesses through various distinctive measurable factors, seeking companies capable of achieving EBITDA growth while managing debt obligations. However, South African businesses face unique challenges: escalating fuel costs, persistent inflation, low economic growth, and policy uncertainty—all of which impact EBITDA, cash generation and, ultimately, valuations.

When evaluating their businesses, many owners integrate qualitative elements in addition to quantitative factors, which may include their company’s historical resilience through various business cycles, years of personal sacrifice, and emotional investment in building their enterprise. This divergence in valuation approaches often creates a valuation gap between buyer and seller expectations. Understanding this disconnect is crucial for both parties to reach mutually beneficial agreements.

The elevated cost of capital and subdued economic growth have led to more conservative valuations. Private equity firms thoroughly examine historical performance, customer relationships, management capabilities and growth forecasts, and they assess market position, operational efficiency and technology infrastructure as key value drivers. The lingering effects of COVID-19 have complicated valuations further, leading firms to apply lower perpetual growth rates to account for increased risk.

Today’s private equity investments require a nuanced understanding of multiple risk factors. Economic risks include interest rate volatility, currency fluctuations, and inflation impact on margins. Operational risks encompass supply chain disruptions and labour market challenges, while strategic risks consider competitive landscape changes and technology disruption potential. Successful firms develop comprehensive strategies to address these risks while maintaining return expectations.

While independent valuation experts can assist, their assessments can vary due to underlying assumptions underpinning the valuation. This has led to the increasing use of innovative pricing mechanisms. Earnout structures or “agterskot payments”, including performance-based payments and milestone-linked considerations, help align interests.

Modern business owners seek more than just capital from private equity partners. They value cultural alignment, sector expertise, and strong B-BBEE credentials. Financial acumen and strategic input remain crucial, but equally important are the track records of successful partnerships and exits, as well as access to strategic relationships. Governance expertise and commitment to transformation have also become key differentiators in partner selection.

The private equity industry continues to evolve, with increasing emphasis on ESG integration, digital transformation, and market consolidation opportunities. Environmental impact, social responsibility and governance structures have become integral to investment decisions, and technology adoption and innovation potential significantly influence valuations and partnership decisions.

The South African private equity landscape remains promising despite current challenges. Success requires a balanced approach that considers both quantitative metrics and qualitative factors, supported by innovative deal structures and a clear focus on value creation. Those who successfully navigate these challenges while building trust and alignment between parties will be best positioned to capitalise on the opportunities ahead.

By acknowledging and addressing the valuation gap while focusing on shared long-term objectives, both parties can create partnerships that unlock sustainable value and drive business growth. The future of private equity in South Africa depends on the industry’s ability to adapt to changing market conditions while maintaining its focus on creating sustainable value through genuine partnerships.

Ndima Marutha is an Associate | Agile Capital

This article first appeared in Catalyst, DealMakers’ quarterly private equity publication.

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