Sunday, December 21, 2025
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Ghost Bites Vol 52 (22)

Corporate finance corner (M&A / capital raises)

  • Tsogo Sun Hotels has distributed the circular for the related party transactions announced in May and the proposed name change to Southern Sun Limited (which the group has already rebranded to), which would see the company trade under the ticker SSU. This will remove the confusion with Tsogo Sun Gaming. The important financial impact is clearly from the transactions, not the name change. In these deals, Tsogo Sun Hotels will acquire the Emnotweni Hotels from Tsogo Sun Gaming for R141.6 million and will agree to the termination of management agreements related to fifteen hotels owned by Tsogo Sun Gaming for a termination fee of R398.8 million. The net impact is an inflow for Tsogo Sun Hotels of R257 million and the acquisition of two hotels. If you would like to read the full circular, you’ll find it here.
  • ROX equity partners is hoping to acquire all the shares in SilverBridge for R2.00 per share. Both the offer circular and the response circular were made available on Wednesday. The announcement doesn’t give us the juicy bit: the independent board of SilverBridge believes that the offer is reasonable but unfair and thus no recommendation is made to shareholders to accept the offer. “Reasonable” is in relation to the share price history and “fair” is in relation to the value. In other words, ROX would be getting a great deal here. This is where it gets awkward: the directors who are also shareholders have already said that they will accept the offer, so they clearly see this as the best way to realise value for the shares. With the JSE recognised as a place where microcap valuation dreams go to die, who can blame them? You can use these links to read the offer circular and the response circular.
  • Vukile Property Fund is undertaking a debt capital markets roadshow, which means the company is speaking to institutional debt investors as part of a capital raise. There’s a very pretty and highly detailed presentation available that would be a worthwhile read for any investor in Vukile. You can find it at this link.

Financial updates

  • Nedbank has released a trading statement for the six months ended June. I’ve written many times before that these have been great times for South African banks, with the balance sheet growing and higher interest rates improving net interest margin. Sure enough, headline earnings per share (HEPS) for the period is expected to be between 23% and 28% higher, coming in at between 1,333 cents and 1,388 cents per share. Nedbank’s share price is up more than 17% this year.
  • ArcelorMittal South Africa has released a trading statement for the six months ended June. HEPS is expected to increase from R2.23 in the comparable period to between R2.61 and R2.81 in this period, an improvement of between 17% and 26%. The company managed to deliver in line with expectations and in same cases beyond them, despite an incredibly disruptive period including a labour strike, flooding and load shedding. Although the long-term investment case for steel remains intact, the group is preparing for tougher times as global economic growth slows down. The share price closed 16.7% higher based on this update. To give you an example of what a low multiple looks like for a cyclical business, the share price is just R6.57 and annualising the first half result (very dangerous in this business and only to show you the maths) gives a forward price/earnings multiple of 1.2x! The share price is down 36% this year.
  • Vivo Energy has confirmed the rand values of the scheme consideration and the special dividend. On 28th July, scheme consideration of R30.5842085 and a special dividend of R0.34172330 will be paid to shareholders. Those decimals become important when you have a big stake in this company that will shortly be disappearing from our market.

Operational updates

  • Metair Investments has released a voluntary update for the six months ended June. The company has been hugely impacted by the flooding in KZN as the automotive components business counts Toyota SA as a major client. This hit the second quarter and the reduced demand has carried over into the third quarter as well. An interim cash payment of R150 million has been received under a business interruption claim, which should be finalised in the second half of the year. The automotive business also services Ford and is investing in capex and working capital for the new model launch in the final quarter of the year. On the plus side, the energy storage vertical is performing well in Turkey (export volumes up 40%) but Rombat in Romania is down at least 10% due to lower consumer confidence from the conflict in Ukraine. It doesn’t do Metair any favours that Turkey is now a hyperinflationary economy, especially as that business is 31% of group turnover. As mitigating factors, 55% of turnover is directly linked to hard currencies (dollar or euro) and there are no restrictions on remittances of dividends from Turkey. Interim results will be released on approximately 14th September.
  • There’s definitely an increased sense of nervousness at Gemfields Group. The Montepuez Ruby Mining operation is in northern Mozambique which isn’t the most stable area around. An attack has taken place in the Muaja village area which is only 30kms away by road from the mine, clearly too close for comfort. A large number of people are relocating to the area where the mining operations are located. Operations are continuing “with increased vigilance” and hopefully security is being beefed up. The terrible attacks in the town of Palma took place in March last year and the Total gas operation is still on hold based on what I’ve read. This is worrying, yet the share price only fell 1% for the day.
  • Southern Palladium has released a drilling operations update for the Bengwenyama PGM project. The drilling programme is planned to commence in August 2022 and the host community has signed a term sheet for a framework and cooperation agreement. The agreement addresses a sensitive balance: the company’s need to undergo prospecting and mining activities on locally owned farms and the community’s right to live, farm and raise livestock on that land.

Share buybacks and dividends

  • British American Tobacco gave its usual daily update on share buybacks but Glencore was noticeably absent. I checked the last Glencore announcement and it didn’t say that the buybacks are finished. Perhaps someone just took a long lunch.

Notable shuffling of (expensive) chairs

  • Invicta has announced that Anthony Sinclair will be retiring with effect from 31 July 2023 and will then consult to the group. Gavin Pelser will retire with effect from 31 March 2023 and will subsequently help Invicta with offshore growth, particularly regarding Bearing Man Group China. Both directors have been with the group for many years.

Director dealings

  • Due to the unbundling by RECM and Calibre of 5,115,000 shares in Astoria, three directors of Astoria and their associated entities have received Astoria shares as they are also shareholders in RECM and Calibre.

Unusual things

  • It feels as though the unusual things section was built especially for Nutritional Holdings. For example, there’s currently a liquidation application underway by a former shareholder and director, which was postponed to “July 2022” – that’s now! It seems as though efforts are underway to stop it going to court, with a current shareholder now negotiating with that former shareholder to find a way to settle it amicably. If the application isn’t withdrawn, it goes to court this week. The soap opera continues.
  • I usually ignore any trades by the PIC. They often don’t make sense and especially not when viewed in aggregate. My understanding is that several different parties manage the PIC’s money, so they naturally have different viewpoints. Something I did find interesting is that the PIC has disposed of its entire stake in Premier Fishing and Brands. The company is part of the Sekunjalo group (Iqbal Surve). One can imagine some of the tricky discussions going on behind closed doors.

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Can Lawrence Stroll vanquish Aston Martin’s financial troubles?

Lawrence Stroll made his money from Tommy Hilfiger and eventually the IPO of Michael Kors. Now living the billionaire lifestyle, he is the Executive Chairman of Aston Martin Lagonda. Can his magic touch with luxury goods translate into success for the iconic car brand? Ghost Grad Kreeti Panday takes a seat on plush leather and straps in for the ride.

Most luxury car companies have flirted with bankruptcy at some point along the way. Aston Martin is a repeat offender, having survived near-bankruptcy eight times: in 1924, 1925, 1932, 1947, 1974, 1981, 2007 and 2020! The most recent scare was the catalyst for Canadian billionaire Lawrence Stroll’s involvement. He became the company’s Executive Chairman in April 2020, thereby securing a seat in Formula 1 for his son Lance if nothing else.

Source: Aston Martin

It always helps when daddy is a billionaire.

The latest news is that Aston Martin Lagonda Global Holdings Plc (the current corporate form of this iconic brand) has announced plans to raise equity funding from the Saudi Arabian sovereign wealth fund. The Public Investment Fund (PIF) will invest £78 million in the company, giving the fund a 16.7% stake as well as two board seats. This would make the PIF the group’s second-largest shareholder.

The cars may be gorgeous but the share price certainly isn’t, so the PIF will be hoping for a better outcome from here:

The PIF is headed by Crown Prince, Deputy Prime Minister and Chairman of the Council for Economic and Development Affairs, HRH Prince Mohammad bin Salman bin Abdulaziz Al Saud. The fund currently has stakes in American electric vehicle manufacturer Lucid, as well as British luxury automotive manufacturer McLaren. It also owns shares in Disney, Uber and Boeing and took over English football club, Newcastle United last year.

The football deal gave the PIF an 80% stake in the football club and resulted in protests outside the club’s stadium against human rights issues in Saudi Arabia.

Is this a good time to bring up the fact that Aston Martin unveiled its first SUV, the DBX, in 2019 with the aim of marketing it to female buyers? I wonder if we’ll start seeing less of those adverts. Controversial perhaps, but this is the world we live in.

Source: Aston Martin

Aston Martin is raising equity funding so that it can “meaningfully de-leverage the balance sheet” and support long-term growth. The goal is to hit 10,000 wholesale units by 2024/2025, which would generate around £2 billion in revenue and £500 million in adjusted EBITDA. The firm hopes to be free cash flow positive from 2024 onwards.

The structure of the capital raise is a placement of £78 million to the PIF and a subsequent underwritten rights issue of £575 million. Yew Tree Overseas Limited holds 22% of the company and will take up its full entitlement (£105.3 million). Mercedes-Benz AG holds 11.7% and will also fully support the rights issue to the tune of £56 million. Both parties will dilute due to the PIF placement.

It’s worth highlighting that J.P. Morgan Securities and Barclays Bank will underwrite the rights issue up to £318 million, which excludes the shares being taken up by the three anchor investors.

This comes after the group rejected a proposed investment worth up to £1.3 billion from the Atlas Consortium, comprising Chinese group Geely (which owns brands including Volvo, Proton and Lotus) and Italian investment group InvestIndustrial, a previous owner of Aston Martin who sold out before the pandemic.

Aston Martin didn’t mince its words regarding the rejection of the proposal:

The Board of Aston Martin believes that the Proposal markedly overestimated the Company’s new equity capital requirements, would have been heavily dilutive for existing shareholders, and comprised a number of execution obstacles. Furthermore, the structure of the Proposal and the nature of its delivery are such that the Board of Aston Martin considered this an attempt by the Atlas Consortium to acquire a controlling and prospectively majority ownership position without any premium paid to existing shareholders.

Aston Martin press release 15 July 2022

In contrast, the PIF deal introduces a new strategic shareholder and reaffirms the commitment from the other two major investors in the company.

The company intends to use up to half of the proceeds to pay off debt, which as at the end of March 2022 amounted to £957 million. The reduced interest costs will hopefully improve the company’s cash flow generation. The proceeds are also expected to improve the company’s liquidity in the midst of a strenuous operating environment, given current Covid-19 lockdowns in China, the Russia-Ukraine war and continued supply chain issues.

The group also intends to use this capital to develop next-generation front-engine sports cars and furthering the company’s offering of their mid-size SUV model, the DBX, as well as its high margin mid-engine vehicles, such as its special edition Valhalla. Aston Martin is also planning for the launch of various electric and hybrid sports cars and SUVs, aiming for the launch of their first plug-in hybrid vehicle in 2024, their first battery electric vehicle in 2025 and a fully electric portfolio of GT / Sports and SUVs by 2030.

The announcement also gave an update on recent trade. Order intake for the DBX is more than 40% higher year-on-year and the GT / Sports cars are full sold out into 2023. Wholesale volumes in H1 were down due to supply chain disruptions (2,676 units vs. 2,901 in the comparable period). Despite this, guidance has been reaffirmed for over 6,600 wholesale units for full year 2022, which will be a huge achievement from this midpoint. If achieved, adjusted EBITDA margin would increase by 350 – 450 basis points.

After announcing a nasty loss in the first quarter, the market will closely examine the interim results due on 29th July.

If anyone can fix Aston Martin, it just might be Lawrence Stroll and the leadership team he has put in place that includes Amedeo Felisa, an ex-Ferrari executive. Stroll’s experience with super-luxury companies comes through strongly in this statement:

“We started by fixing the core fundamentals of the Company, successfully de-stocking the dealer network to rebalance supply to demand, optimising inventory levels aligned for an ultra-luxury business, and now benefit from the strongest order book we have seen in many years. We also signed a strategic co-operation agreement with Mercedes-Benz and have developed a breathtaking pipeline of products, starting with the DBX707 and V12 Vantage, all of which are aligned with our 40%+ contribution margin targets – a significant increase from the past.”

Lawrence Stroll, Aston Martin press release 15 July 2022

You can immediately see the important elements for success with luxury brands: demand in excess of supply and products that generate high margins. You also need a strong enough balance sheet to support that journey. This deal goes a long way towards achieving that.

Rand holding its breath on MPC and inflation number

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The team from TreasuryONE looks ahead to the important rates decision this week, with an expectation of a 50 basis points hike by the MPC.

It would be an understatement to say that markets have been volatile in the past month. One of the most significant factors of the recent bout of market volatility has been the growth and inflation conundrum currently in the market. We have seen record inflation numbers globally, with Central Banks scrambling to fight inflation, which will invariably affect growth worldwide – so much so that there is a significant threat of a recession on the cards.

Yield curve inversion

A significant indicator of an impending recession is the 10-2 year treasury yield spread that inverted further after the US CPI number printed its highest result in 40 years. Markets ran to the US dollar following the US CPI release, and the EUR/USD traded below parity for the first time in 20 years as the market priced in a full percentage point interest rate hike at the next FOMC meeting later this month.

Markets, however, cooled as Fed officials played down such a hike over the weekend, with a report from the University of Michigan showing long-term inflation expectations are falling.

USD / EUR

In rand terms, we have seen the local unit still on the back foot, trading at a high of R17.30 after the release of US CPI. Still, with the US dollar slipping since the market opened yesterday, we have not seen the relief rally in the rand that other emerging market currencies enjoyed against the US dollar. The rand has failed to break below the R17.00 level after testing it numerous times, and we await the MPC decision on Thursday for any meaningful direction in the rand.

USD / ZAR

Speaking of the MPC, we expect a hike in interest rates of 50 basis points on Thursday, but that might change higher if the inflation number on Wednesday shows a significant increase from the previous month’s number. The MPC is caught between a rock and a hard place: with anaemic growth in South Africa, hiking too quickly will cause a recession. Still, with their overall mandate to curb inflation, they could be forced to hike aggressively in a low-growth environment.

On the international front, the ECB will announce their interest rate decision on Thursday, and the markets expect a 25 basis point hike. With inflation rampant in the Eurozone, we expect the rhetoric from the ECB to be relatively hawkish. However, with low growth, sustaining the hiking cycle in the Eurozone could be challenging, which could mean that the ECB will be well behind the curve in tackling inflation.

With all these market events towards the latter part of the week, the rand might be in for a volatile time with the MPC decision and the ECB decision happening almost simultaneously. We might see moves to both extremes depending on how the market perceives risky assets in the wake of the Central Bank rhetoric and forward guidance.

Have you watched the TreasuryONE webinar on the macroeconomic factors affecting the rand and the petrol price? Andre Cilliers (Currency Strategist at TreasuryONE) gave a great presentation on this topic last week and you can watch the recording here.

Ghost Bites Vol 51 (22)

Corporate finance corner (M&A / capital raises)

  • There’s news at Ascendis and it has nothing to do with Gary Shayne. He’s no longer on the board and his name is being utterly hammered by the investigative journalists at Daily Maverick, so Ascendis will be pleased to have seen the back of him. Instead, this update is about the potential sale of Ascendis Pharma to Austell Pharmaceuticals. As one of the many recent opportunistic lenders involved with Ascendis, Austell loaned R590 million to the company at JIBAR plus 4% plus another 3.5% for good measure. Another 2% gets added to this if shareholders approve the sale of Ascendis Pharma to a joint venture of Pharma-Q and Imperial Pharma, or if shareholders don’t approve a sale to Austell if that deal falls through. The price to Austell is R410 million, so that would get rid of most of the loan but not all of it. Ascendis Pharma made a net profit after tax for the six months to December 2021 of R22 million, so on an annualised basis this is a Price/Earnings multiple of 9.3x. The price for the Pharma-Q / Imperial Pharma deal is only R375 million, so shareholders would be leaving money on the table if they approved that deal. The corporate advisors look set to make money here, as two separate circulars will be sent to shareholders: one for the Pharma-Q / Imperial Pharma deal and one for Austell. Here’s a summary of the typical decision facing an Ascendis shareholder:
  • Tongaat Hulett is trying desperately to pull its balance sheet in the right direction and survive its current crisis. The company asked the JSE to suspend its shares from trading. The JSE has decided to suspend trade from 20th July but notes that this isn’t because the company asked it to do so. Instead, the suspension is because the company hasn’t released its provisional results. This may sound like kids fighting in the sandpit but these decisions set an important precedent. The suspension won’t be lifted until Tongaat has caught up on financials, which is unlikely to happen until there is certainty around the balance sheet. If you’re a Tongaat shareholder, you should make yourself comfortable (if that’s possible), as you’ll be one for a while whether you like it or not.
  • As part of PSG’s internal restructuring ahead of the much bigger deal that will see PSG leave the market, the group has sold down its Kaap Agri stake. It will hold 34.7% in the agriculture group at the time of the unbundling, assuming that transaction goes ahead. You can find the PSG circular at this link with all the information on the restructure.
  • Fortress has distributed the circular to shareholders dealing with the proposal to repurchase all the A shares in consideration for the issue of 3.01281 B shares per A share. In simple terms, this means the REIT is getting rid of A shares and issuing more B shares instead, assuming all goes ahead. If it doesn’t go ahead, Fortress is likely to lose REIT status. EY was hired as independent expert and has opined on the terms as being fair and reasonable. You’ll find the circular at this link and they managed to keep it under 100 pages, so it’s a light read by regulatory standards.
  • Astoria shareholders were reminded that the company is still in the process of finalising agreements for the intended acquisition of 25.1% in International Mining and Dredging Holdings for $5.5 million. The share price closed 14.7% higher, though a quick look at the share price chart makes it clear that the big move was a result of the bid-offer spread.
  • African Equity Empowerment Investments and AYO Technology have jointly announced that they have agreed to acquire a business called Italian Summer. The entity through which the deal is being done is called SGT Solutions, owned 40% by AYO and 60% by AEEI. Italian Summer supplies power management and backup solutions for commercial and industrial applications, adding some romantic flair to everyone’s Eskom problems. The price is around R73.6 million based on a price/earnings multiple of 5.5x. Half of the amount is subject to earn-out payments, which is the right way to acquire private companies. In these structures, the sellers only receive all the cash once warranted profit after tax numbers are achieved after the deal. If those levels aren’t achieved, the earn-out is adjusted downwards based on a formula.

Financial updates

  • Super Group has published a trading statement for the year ended June 2022, a period that was full of disruptions ranging from riots and the tail end of the pandemic through to load shedding. We all deserve a medal for getting through this. Super Group especially deserves a medal, with HEPS up between 29.6% and 43.7%. The guided range is 370 cents to 410 cents, which also compares favourably to the 373.8 cents achieved in 2019. Impressive stuff, all things considered!
  • There was a pretty weird announcement from MTN clarifying tax remittances by MTN Nigeria for the 2021 fiscal year. Using the words “MTN Nigeria” and “tax” in the same sentence sends a shiver down the spine of any MTN shareholder. I’m not going to pretend to understand the intricacies of what is going on here, but MTN notes that MTN Nigeria is one of the most tax compliant organisations in Nigeria for the year 2021. Separately, the company announced a N200 billion bond issuance programme. This is a follow-on to the 2021 programme in which MTN Nigeria issued N100 billion worth of 13.00% 2028 bonds and N90 billion in 12.75% 2031 bonds. This gives you an idea of what long-term funding in Nigeria costs.

Operational updates

  • BHP has released an operational review for the year ended June 2022. The update was headlined by the news of a fatality-free year and record sales volumes from Western Australia Iron Ore, allowing the group to fully capitalise on high prices. Full year guidance for iron ore and energy goal was achieved, along with revised guidance for copper and metallurgical coal. Nickel production missed guidance due to a smelter outage in the final quarter of the year. That quarter also saw the conclusion of major corporate actions, including the sale of 80% in BMC to Stanmore Resources for $1.1bn plus adjustments, as well as the merger of the oil and gas portfolio with Woodside Petroleum with a subsequent distribution of the shares to shareholders. Other than the usual operational matters, the executives are lying awake at night thinking about the Samarco dam disaster in 2015 which seems like it will play out in UK courts after a critical recent ruling against BHP. Of course, the company is appealing the ruling that allows a group action in the UK. Importantly, simply allowing an action to take place isn’t a ruling on the merits of the case.
  • I couldn’t quite decide if this is a financial or operating update, but eventually I chose the latter. Aveng has announced that Australian subsidiary McConnell Dowell has been awarded an AUD600 million contract by the Tasmanian Department of State Growth for Tasmania’s largest-ever transport infrastructure project: the New Bridgewater Bridge. One would’ve hoped for a better name for such a momentous occasion. This takes the company’s current work in hand to around AUD3 billion. The bridge will include a shared pathway for cyclists and pedestrians, which is guaranteed to cause fights among people in clothes that fit too tightly. The share price only rallied 2% in response, which is why I classified this as an operating update. When Aveng successfully banks this amount and finishes the bridge, we can move it up.

Share buybacks and dividends

  • For a useful reminder of how huge Naspers and Prosus are, share repurchases last week came to R1.68 billion and €338 million respectively.
  • Omnia Holdings has obtained SARB approval for the chunky dividend of 525 cents per share (current share price R67.87). The last day to trade is Tuesday 26th July.
  • Similarly, Bytes Technology Group has received SARB approval for its proposed final (4.2 pence per share) and special (6.2 pence per share) dividends. The dividends will be proposed at the Annual General Meeting on 26th July.

Notable shuffling of (expensive) chairs

  • Following the sad passing of Meyer Kahn in June, Capital Appreciation Limited has appointed Kuseni Dlamini as Lead Independent Non-Executive Director. He has been on the company’s board since May 2018 and is currently the Chairman of Massmart and Aspen, having previously held the roles of CEO of Old Mutual South Africa and Head of Anglo American South Africa. Kahn’s shoes are big to fill and Dlamini looks more than capable of doing so.

Director dealings

  • Capitalworks is a long-standing partner of listed food business RFG Holdings. In recent weeks, the private equity investment house has bought shares worth nearly R460k. To add to that tally, there’s been another purchase of over R50k. This is announced on the market because two of the RFG Holdings directors are from Capitalworks.

Unusual things

  • Fund manager Bluebell Capital Partners is attempting to improve the corporate governance at Richemont. Before you panic, the company hasn’t done anything wrong, so the emphasis here is “improve” rather than “fix” it. Bluebell is pushing for the “A” shareholders (the listed shares that normal plebs can buy) to be able to appoint a representative to the board. The fund manager also wants Richemont to amend its articles of incorporation such that A and B shareholders have an equal number of representatives on the board. It’s an interesting attempt at levelling the playing field for shareholders. The board is “considering” the proposals.
  • Deutsche Konsum REIT is having a little fight with the German financial regulators. BaFin is upset about the treatment of loan agreements in the company’s separate financial statements. The investment of liquid funds with the main shareholder was fully disclosed according to the company and the auditors issued an unqualified audit opinion. It will be interesting to see how this develops.

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Ghost Global (PepsiCo | Delta | Morgan Stanley | Ericsson | Blackrock)

Ghost Global is a weekly segment brought to you by the Ghost Grads on a rotational basis. This week, Karel Zowitsky updates us on earnings from giants like PepsiCo, Delta, Morgan Stanley and more.

PepsiCo’s woes in Europe

PepsiCo has achieved revenue growth in each operating region except for Europe, which fell 5% for the six months to June 11th, 2022 to $4.8 billion. Over the same period, net revenue for the group grew 7% to $36.4 billion.

PepsiCo has been impacted by the conflict in Ukraine, which has impacted manufacturing and business activities in the region. This year, the company has recognized $1.6 billion in impairments as a result of the conflict.

If we split out the once-off gain associated with the sale of the Tropicana, Naked and other juice brands to PAI Partners in the first quarter for $3.5 billion, then year-to-date operating profit is just over $4 billion vs. $5.2 billion in the comparable period. Adding back the impairment gives us $5.6 billion vs. $5.2 billion, which tells a more accurate story of underlying profitability that is under the control of the management team.

Sadly, shareholders are also exposed to things beyond anyone’s control. For now at least, Europe is causing headaches for PepsiCo.

How high can Delta fly?

With restrictions easing across the world, people are taking to the skies once more. Domestic passenger revenue was 3% higher compared to the June 2019 quarter and international passenger revenue has seen an 81% recovery compared to the June 2019 quarter.

There is still room for improvement, specifically in the Pacific, with Australia and South Korea reopening and restrictions in Japan easing.

It is worth noting that Delta still has a long recovery ahead. Operating income is down 29% and net income is down 40% compared to the second quarter in 2019. This is due to a combination of factors, not least of all the average fuel price per gallon increasing from $2.08 USD to $3.74 – an increase of 79.8%!

This puts a lot of pressure on management to run at full capacity to avoid operating losses. This must be balanced against the need to keep the rights to fly certain routes. This is a tough balancing act between operational efficiency in the short-term and growth and longevity in the long-term.

Investment banking revenues take a dive

Banking has hit a slump. Morgan Stanley delivered decent results when viewed in isolation. On a comparable basis though, revenue went backwards across the board. Net income is down 11% from Q2’21 and investment banking revenues took the hardest knock, down 55%.

When corporate transactions dry up, so too do the advisory fees related to these deals. On the plus side, market volatility helped drive increases in equity and debt revenues on the trading desks, though not enough to offset the advisory fee issues.

Wealth management revenue also fell, which is to be expected when markets are down.

Ericsson is connected to the future

Ericsson provides 5G mobile infrastructure in North America and Europe. Revenue in the latest quarter was up 5% year-on-year and a gross margin of 42.1% was achieved, slightly down from 43.4% in Q2’21 due to the impact of component and logistics costs. Operating profit margin went the right way though, up from 10.6% to 11.7%.

There’s a change in reporting segments coming in the next quarter, with Digital Services and Managed Services being merged into a single segment called Cloud Software and Services. This is a response to customer demand for cloud technologies.

Blackrock revenues and margins drop

Asset management firms are exposed to the broader fortunes of the markets. Considering this has been a terrible first half of the year for practically all asset classes, Blackrock’s 6% drop in revenue in the latest quarter doesn’t seem too bad. Operating margins deteriorated, as one would expect when revenues decrease. Margin fell from 40.1% to 36.9%.

The company is executing extensive share buybacks, taking advantage of market conditions to mop up its own shares at a lower price. This has a positive long-term impact on earnings per share, as there are simply fewer shares in issue. The share price is down 34% this year.

For just R99/month or R990/year, you can have access to institutional-quality research that is guaranteed to expand your investment knowledge. Visit the Magic Markets website to subscribe.

Spread your assets for good and bad times

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At times when global markets are falling, inflation is rising, and there are no clear signals on whether to buy or sell – like now. A diversified portfolio that includes safe-haven assets offshore suddenly looks very appealing.

Diversification is a strategy to reduce the volatility in the returns from your portfolio, while still achieving growth. This is achieved by including different asset classes that are less correlated with equity and fixed interest markets. Examples of such assets, which are often called safe-haven assets, are commercial real estate with long leases or gold. Commercial real estate is regarded as a “safe haven” because they have traditionally retained value, or even appreciate, driven by escalating rentals and the increasing costs of construction when other assets are losing value.

Maybe cryptocurrency looked like a good diversifier because it appeared to exist outside traditional financial systems. What it is showing now is that cryptocurrency is highly correlated with the economic growth outlook – when people are nervous about the future or have geared their crypto and need to pay down debt as interest rates rise, they sell their crypto.

Property is not a uniform asset class

Although a “bricks and mortar” asset will probably lose less value than shares in a market downturn, not all property is the same. Residential property underpinned by floating-rate mortgages and eroding income is vulnerable when interest rates increase, because borrowers may start to default. Investing in a public REIT may be easy but is subject to market sentiment and often trade below the value of the underlying assets.

On the other hand, investing in a commercial building that is fully leased to medical tenants, conservatively geared at a fixed rate, with long-term leases that ensure the tenants are fully responsible for variable costs (called net leases), is less risky.

Medical real estate in the US (depending on how it is structured) is a resilient investment in the property sector because it offers a stable income stream and wealth preservation.
  • Medical tenants are reluctant to move, since they often have to install costly equipment in customized offices, so they enter into long-term leases. Consider an imaging centre, a pathology laboratory, or even your dentist, who cannot afford to move premises without significant cost and disruption. That means the property owner can depend on receiving a steady income stream.
  • Medical businesses in the US generally have escalation built into their leases, and the services that they provide are not discretionary, which makes them reliable tenants. With a net lease in place, a lot of the costs that tend to rise in inflationary times, such as municipal rates and maintenance, are passed through to the tenants.

Different strokes for different folks

There is obviously more risk in investing in a single building (particularly if it has only one tenant) than in a portfolio of several buildings. For a big-ticket investor, a single building might be the preferred option. You can visit it in person, analyse the pros and cons and keep an eye on how it performs.

If you don’t have the expertise and capital to build your own portfolio of medical commercial real estate, it is better to diversify within this sector to reduce your risk.

For example, OrbVest, the specialist in US medical real estate, has launched OrbVest Diversified Holdings (ODH), which spreads investors’ risk beyond a single tenant/single building. ODH holds shares in all the recent buildings that OrbVest has brought to the market. It’s current offering, ODH 5, contains about 80 tenants spread across more than 20 buildings. OrbVest has made it just as easy as investing in a single building because it still requires a single payment into a company, which is listed on the MERJ exchange in Seychelles. But you can sleep better at night, knowing that even if one tenant defaults for some reason, it has very little impact on your total return.

For South African investors, the minimum investment has been reduced to only $1 000 to allow investors to start small. Returns are paid in dollars, not rands, into your wallet in Seychelles and are completely offshore. The returns are gross of tax, so if you are an SA-resident taxpayer, you need to declare tax on your foreign earnings, as you do with crypto or any other offshore-based asset. While earning a return in dollars, you can pay the tax due in rands and keep your funds offshore.

If you want to find out more about OrbVest and investing in the US medical real estate market, click here to listen to a podcast with OrbVest’s COO, Justin Clarke.

💻 Visit our website to read more about OrbVest.*


*Past performance is no guarantee of future returns

OrbVest SA (Pty) Ltd is a registered FSP with registration Number 50483.

Ghost Bites Vol 50 (22)

Corporate finance corner (M&A / capital raises)

  • Alexander Forbes has released the circular related to the partial offer by New Veld LLC, the investor that bought the 14.83% stake in the company from Mercer Africa. The ultimate parties behind New Veld are Prudential Financial (a global financial services giant) and LeapFrog Investments (an investor in Africa and Asia). The offer price is R5.05 per share (calculated at R5.25 less the 20 cents per share dividend) which is the same price paid to Mercer. Although there was no regulatory requirement for an independent expert, Alexander Forbes hired one anyway and the opinion is that the terms are both fair and reasonable to shareholders. ARC Financial Services holds a 41.47% stake in Alexander Forbes and will not be accepting the offer. The offer allows holders of up to 100 shares to sell all their shares and holders of more than 100 shares to sell the first 100 plus 45.2% of the rest of the shares. Excess tenders are allowed, which is a reference to selling more than the partial offer percentage (which helps make up for shareholders who may not choose to sell any shares) rather than the latest juicy government contracts. As a final important point, the offer is structured such that New Veld cannot end up with a stake of over 33% of the issued shares, putting it below the 35% threshold that would trigger a mandatory offer for all shares in the company. You can find the offer circular at this link. I just couldn’t resist replicating this wonderful bit of “lawyering” from the announcement:

“The Investor is extending the Partial Offer to Shareholders other than those to whom the offer is not being made.”

Alexander Forbes SENS, 18 July 2022
  • Industrials REIT has completed the sale of Rose Kiln Court in Reading for £5.88 million. This is a 2.2% discount to the 31 March 2022 valuation of the property. This is a single let asset that doesn’t fit the Industrals REIT strategy of multi-let industrial properties. A selling price below book value isn’t great, as the market may worry about some of the other valuations.
  • The disposal of the 49% interest in Al Tayer Stocks LLC by Stefanutti Stocks has now become unconditional (i.e. all conditions to the deal have been met and it has closed) and the payment of the final purchase consideration is expected in due course.

Financial updates

  • In a short and sweet trading update, Trencor updated the market on the expected financial performance for the six months ended June 2022. The headline loss per share is expected to be between -0.7 and -0.2 cents, which is much better than the headline loss of -9 cents per share in the comparable period. It’s still a loss, though. A bit of further digging reveals that Trencor is just a cash shell now, after unbundling its investment in Textainer and selling its container asset owning company. The cash can’t be distributed to shareholders yet as it is restricted by indemnities etc. related to the underlying asset sale.
  • Sebata Holdings has released results for the year ended March 2022. The company has lost over 80% of its value in the past 5 years and now has a market cap of just R230 million. In this financial year, revenue fell by 25% and HEPS collapsed quite spectacularly to -443.68 cents. For context, the share price is only R2.01! The group is trying to recover earn-out amounts from Inzalo Capital Holdings for a disposal of businesses back in 2020. Those who enjoy special situations punts (also known in some circles as gambling) could dig through the financials at this link.

Operational updates

  • Kore Potash has released an operational update for the quarter ended June. It was a busy period for the Kola Potash Project, including the signing of a memorandum of understanding with the summit Consortium in April and a heads of agreement for the construction of Kola in June. An Engineering, Procurement and Construction (EPC) contract proposal is expected in August, followed by a financing proposal. The metrics for the Kola Potash Project look strong, with the capital cost reduced by over 22% through recent work and the internal rate of return at 20% on an ungeared post tax basis (i.e. without debt). If potash prices stay where they are, IRR is estimated to be 49% on the same basis! At corporate level, new shares were issued to Sociedad Quimica y Minera de Chile S.A. in June in lieu of fees payable under a technical services agreement. By the end of the quarter, Kore Potash had $7.6 million in cash. There was no new information in this update but it does provide a useful reminder of the progress made in the past three months.

Share buybacks and dividends

  • Datatec announced the results of its scrip dividend alternative. The company ended up paying R64.76 million in cash dividends and capitalised R176 million in new shares. The scrip dividend was at a very attractive price because of the timing of the Analysys Mason disposal announcement, so I’m surprised that even more people didn’t take it.

Notable shuffling of (expensive) chairs

  • York Timber has appointed two non-executive directors. Alton Solomons joins the board after a career that included being CEO of Sanlam Private Equity from 2012 to 2019 and his current role as Head of Growth Catalyst and Listed Equities at the IDC. Adrian Zetler is a name that York shareholders already know well; he is one “A” in A2 Investment Partners, the shareholder activist investor that drove significant changes at York (and elsewhere).
  • There are yet more changes to the board at Luxe Holdings, a company that truly has a revolving door in the boardroom. Here is this year’s SENS history for this messy group:

Director dealings

  • The director of Kaap Agri who has been buying up shares is back at it, with a purchase worth nearly R119k.

Unusual things

  • For some reason, Lewis seems to have made it onto the radar of international investors. Dimensional Fund Advisors LP has taken a stake of 5.152% and LSV Asset Management now owns 5.28%. The company has a strong investment case thanks to its great capital discipline and highly successful share buyback strategy. Still, it’s quite odd that international investors are buying like this! I’m also not sure who the sellers are, as Lewis is a fairly illiquid stock and it takes a while to build positions of this size.
  • Zimbabwean company Hwange Colliery is still in administration and has no board of directors. Despite this, the underlying operations are still running and production volumes even increased by 74%! I couldn’t resist including this quote from the colourful update released by presumably the only warm body still standing in the Hwange boardroom:

“The administration team is still working on resuscitating the company”

Hwange Colliery SENS, 18 July 2022

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TreasuryONE webinar: Recession, depression, inflation, the petrol price and the rand

Last week, the team from TreasuryONE hosted a great webinar and Ghost Mail readers were invited. Those who took up the offer certainly didn’t regret it, as Andre Cilliers (Currency Strategist at TreasuryONE) led the way and dished out plenty of insights into the drivers of recent macroeconomic volatility.

If you’ve been wondering why the rand has had it so tough, this will help.

Wichard Cilliers (Head of Market Risk at TreasuryONE) was also in attendance and responded to a number of questions in the Q&A session at the end of the presentation.

This was a lovely opportunity for Ghost Mail readers to hear directly from the professionals in this space. Thanks to the YouTube link below, you can catch up on the event or even watch it again to absorb as much as possible.

Remember to visit the TreasuryONE website to learn more about the service offering across market risk management, corporate treasury outsourcing and management, robotic process automation, cash management and forecasting and more.

Watch the webinar here:

Discretionary retailers on the JSE – part 3

Previously, Chris Gilmour has delved into the non-discretionary retailers on the JSE as well as the discretionary retailers in a series of articles. The first one focused on Woolworths and the second on Truworths. This week in part 3, Chris wraps up his summary on the discretionary retailers.

Mr Price

Mr Price is the new kid on the block, relatively speaking, among the major clothing retailing chains in South Africa and is arguably the best. It certainly has the best long-term track record of any local clothing retailer in terms of compound annual growth in earnings and dividends.

Its genesis was John Orrs department store, which Mr Price founders Laurie Chiappini and Stewart Cohen acquired in 1987. In those days, the two main trading entities were Milady’s and The Hub, both department stores.

Initially, it was listed on the JSE as Specialty Stores and it had reasonable performance. It wasn’t until the hugely capable and charismatic Alastair McArthur was appointed CEO in 1997 and the name was changed to Mr Price in 2001 that the earnings really took off. McArthur was a retailing genius and current CEO Mark Blair understudied him closely when he was CFO of the group. To this day, no satisfactory explanation has been given publicly for McArthur’s departure. He left abruptly in 2010 and was replaced by Stuart Bird, who himself retired in 2019. Mark Blair replaced Bird as CEO.

Watching recent Mr Price presentations, it is clear that Blair is a man on a mission. He has staked his future career on the group becoming the most valuable retailer in Africa, based on market capitalisation on the JSE. Although difficult, this vision is achievable in the longer term, but much of the growth required to get there will have to come from acquisitions.

Most of Mr Price’s growth up until now has been organic, a feature that most analysts love. However, Mr Price took the strategic decision in the depths of the recent coronavirus pandemic to expand into the weakness caused by the virus. The group bought Power Fashion, a low-end fashion business not too dissimilar to Mr Price apparel and then it also bought Yuppiechef, an upmarket kitchenware retailer. Both have turned out to be earnings accretive in a remarkably short time period. The latest acquisition is Studio 88, the largest independent “athleisure” retailer in southern Africa, with over 700 outlets selling well-known branded sports-oriented clothing and footwear.

The Foschini Group

Back in the day, TFG (or Foschini as it was then known) was the benchmark by which all clothing retailers were measured. It had the best metrics of any clothing retailer but it didn’t divulge much in its annual financial statements.

It was controlled by a holding company called Lewis Foschini Investment Corporation (Lefic) which in turn was controlled by Stanley Lewis, father of the current chairman Michael Lewis. The Lewis family maintained control of Foschini until the late 1980s, when they moved to London and sold most of their holdings in Foschini.

By the early 1990s, Foschini had lost its edge and began experiencing some earnings hiccups. Truworths took over the mantle of best clothing retailer and it wasn’t until the arrival of Doug Murray as CEO in 2007 that TFG/Foschini got back on track again. It can make a strong argument as SA’s best clothing retailer, with Mr Price as the other reasonable contender.

What really differentiates TFG from the rest is its commitment to quick response manufacturing. Long before the coronavirus pandemic, TFG had begun establishing Prestige Clothing in order to be able to offer quick response products without the unnecessary delay associated with sourcing from China or elsewhere in far east Asia. This strategy has paid off handsomely for TFG in the past few years as supply chain disruptions have become the norm.

Another big differentiator has been TFG’s ability to succeed in foreign markets, notably in Australia. Over the years, Australia has become  a graveyard for most South African retailers (think Pick n Pay / Franklins, Truworths / Sportsgirl and then of course the massive disaster of Woolworths / David Jones & Country Road). TFG’s acquisition of RAG a few years ago has proved to be earnings accretive and is a useful rand hedge. TFG London has gone through a torrid time during the pandemic but now appears to be coming right with a vengeance.

And TFG’s positioning in the market has also changed considerably over the years. Until fairly recently, it was predominantly a credit retailer. Now it’s mainly cash.

Right at the start of the pandemic, TFG bought Jet from Edcon’s liquidators for next to nothing including the stock. That has proven to be an inspired move. By expanding into the downturn, TFG and Mr Price have distinguished themselves as two discretionary retailers that will survive a prolonged period of low to negative economic growth in South Africa.   

Pepkor

The current Pepkor shouldn’t be confused with the highly focused clothing group that was delisted from the JSE in late 2003 at a price of R12 per share, with 37% of it eagerly gobbled up by Brait. The unlisted entity went from strength to strength and was eventually sold to the ill-fated Steinhoff group in 2015. Steinhoff reworked its African interests and a couple of other operations into Steinhoff Africa Retail Ltd (STAR) not long before its own near-demise in late 2017.

In an attempt to distance itself from the taint of Steinhoff, STAR was renamed Pepkor in 2019 and relisted in largely its current form. Pepkor is now a very large retail conglomerate consisting of clothing & general merchandise, furniture, appliances & electronics, building materials and fintech. Clothing & general merchandising is still by far the largest component of the group, contributing 64% of revenue and 84% of operating profit. Brands in this segment include Pep, Ackermans, Tekkie Town, Dunns and Refinery. Furniture & appliances is essentially the old JD Group with the addition of Abacus Insurance. Building materials includes Tiletoria and fintech includes Capfin.

The group thus doesn’t as yet have a proper five-year track record and so comparisons with more established listed retailers are not so relevant. And although there are no more financial settlements outstanding due to its former association with Steinhoff, one is still left with the uneasy feeling that this whole exercise was cobbled together with the express purpose of removing it from the attention of Steinhoff-watchers. One must remember that Steinhoff still owns more than 50% of the issued equity in Pepkor.

But it’s predominantly a cash business and as such, should be relatively straightforward to manage in the current risk-averse environment. That doesn’t mean that it has limited ambitions. It recently acquired 87% of Brazilian retailer Grupo Avenida. This is a brave move, notwithstanding the observation that Pepkor has reserved 13% of the equity in the business for local management.

Brazil’s apparel sector, like its grocery sector, is highly fragmented and Brazilians tend to prefer buying local products, rather than those with a foreign label. They also like buying clothes on credit, so Pepkor and its associates will need to adapt to this. Although Pepkor would not divulge the exact amount of the transaction back in February this year when it was announced, it is widely believed to be around R3.5 billion or just under 5% of Pepkor’s market capitalisation.

Cashbuild

Cashbuild was founded by the late Albert Koopman in the late 1980s. Koopman and Cashbuild were way before their time, especially with regards to his vision for participative management in the business. He challenged the status quo and questioned why workers couldn’t also be entrepreneurs. As a result, Cashbuild had one of the lowest rates of industrial action anywhere in South Africa during the apartheid era. There was no room for prima donnas; whoever got to the office or branch first in the morning got the best parking, regardless of colour, creed or background. And his philosophies still resonate in the business, even though he physically left it many decades ago.

Cashbuild is the largest retailer of building materials and associated products, selling directly to cash-paying customers through its 319 stores in South Africa, Namibia, Lesotho, Botswana, Swaziland, Malawi and Zambia. It employs 6 238 people. Cashbuild shares have been listed on the JSE since 1986 and its main competitors are Builders (part of Massmart) and Buildit in the Spar group.

Despite having been around for 35 years, it is still relatively small, with a market capitalisation of only R6.3 billion and revenue of R12.6 billion. But it has been a relatively solid performer since listing with only very few surprises over the years. Its 5-year CAGR in HEPS is one of the best in the entire retail sector at 8.7%.

Lewis Group

Lewis is a real little gem. It is the only listed furniture retailer left on the JSE and still operates out of a very humble head office in Salt River in Cape Town. Unbundled from Great Universal Stores plc in 2004, It has survived while its two former much larger peers have either disappeared, as in the case of Ellerines or been swallowed up as with JD Group, which is now part of retail conglomerate Pepkor. 

Conventional wisdom suggest that Lewis should be on a downwards trajectory by now in the face of a deteriorating local economy, higher interest rates and soaring unemployment, as well as the fact that the so-called “homebody economy” caused by more people working from home during the coronavirus pandemic is now evaporating. But if anything, it is flourishing. Lewis has management that get just about everything right and the Lewis customers are exceptionally loyal.

Lewis used to be predominantly a credit-oriented retailer but these days it is around 50:50 cash vs. credit. The valuation of Lewis is truly fascinating. It is currently sitting on a PE ratio of 5.8x and yet its 5-year CAGR in HEPS of 16.2% is the best of all the listed retailers by far. It is significantly higher than the 12% CAGR in HEPS of 12% at Clicks which is currently on a 32x PE ratio.

We hope you have enjoyed this series on the local retailers. Let us know which ones you have invested in?

Ghost Bites Vol 49 (22)

Corporate finance corner (M&A / capital raises)

  • Telkom kicked us off on Friday with heavyweight independent director appointments. You’ll shortly see why this update sits in the corporate finance corner of Ghost Bites. Brian Kennedy (ex-Managing Executive of Nedbank CIB), Prudence Lebina (CEO of TriAlpha Investment Management and ex-CEO of Gaia Infrastructure Capital) and Mteto Nyati (ex-CEO of Altron) have joined the board, along with ESG and foreign market specialist Ipeleng Selele. Just a couple of hours later, the huge news broke that MTN is looking at acquiring all of Telkom’s shares in exchange for either shares in MTN or a combination of shares and cash. These are early discussions and there is no guarantee of a deal, which might explain why Telkom has suddenly beefed up its independent board in a big way. There’s also no indication of price at this stage. Telkom closed more than 26% higher on Friday and MTN closed over 5% higher. This announcement inspired one of my more popular recent tweets:
  • In March 2022, Renergen announced a strategic deal with Ivanhoe that would see the company move from a 4.35% shareholder in Renergen to a controlling shareholder over time if all conditions were met. Interestingly, not everyone in the market thought this was the best idea. The conditions needed to be met within 120 days (an ambitious timeline of note) and that didn’t happen, so the entire deal has fallen away. For a company that usually discloses what its CEO had for breakfast each day, it’s disappointing that the announcement didn’t disclose which conditions hadn’t been met. There’s a big difference between failing a due diligence and not meeting regulatory approvals. All is certainly not lost, as the Virginia Gas Project is close to completion and the equity funding for Phase Two is only needed in 2023. If Phase One goes well, it’s unlikely that funding will be a major struggle. Ivanhoe will still look to work with Renergen, as the company wants the liquefied natural gas for a cleaner energy solution at its Platreef mine. Renergen fell 2.7% on this news and is flat year-to-date.
  • Impala Platinum’s offer to Royal Bafokeng Platinum shareholders needs to be approved by the Competition Tribunal, which is a level higher than the Competition Commission. The Commission recommended an approval to the Tribunal back in April. Things were on track until Northam Platinum made an application to intervene in the Tribunal process. The Tribunal granted an order for certain limited rights to participate in the merger proceedings and set down a merger hearing date of 2 August 2022. That order has now been challenged in the Competition Appeal Court. The longstop date to fulfil all conditions has been extended to 26th September. Sensitive matters take a long time to achieve regulatory approval, especially when there’s a grumpy competitor in town.
  • We’ve been waiting to see which assets would land up in Buka Investments, previously known as Imbalie Beauty (and discussed by Ghost Grad Kreeti Panday in this article). I still can’t find a website for Buka, but at least we know that Socrati Group will be the first acquisition from B&B Media (the company that took over the cash shell) and Moltera Group. Buka is aspiring to be a “premium fashion company” with international and local procurement. Socrati has five stores in Gauteng and is planning another 5 stores in the next few months. The group also owns Caralli, a manufacturer of leather shoes in Johannesburg that supplies Socrati and other third party brands. The purchase price is R140 million, settled by the issuance of 70 million new shares at R2 per share. The net asset value is -R7 million and profit for the year ended February 2022 was R6.2 million. This seems to be a very high valuation multiple. As this is a related party transaction, a fairness opinion from an independent expert will be needed. This is also a reverse takeover under JSE rules, so a category 1 circular with revised listing particulars will also be needed. In other words, detailed disclosures related to the business will be coming.
  • Although no details have been given by Huge Group about the underlying potential deals (other than it being a “series of transactions” which would be a Category 2 transaction in aggregate), seeing this on SENS always gets me excited for what might be coming next from this self-styled investment holding company:
  • Investec has released a prospectus for the issuance of up to £2 billion under a Euro Medium Term Note Programme. If you’re having trouble sleeping, you’ll find this thrilling 124-page document at this link.
  • MC Mining announced the outcomes of the Extraordinary General Meeting held on Friday. Shareholders were asked to ratify a prior issue of shares and approved an acquisition of shares. The first resolution passed and the second failed, which means that Senosi Group will not be loaning further money to the company and that MC Mining needs to come up with R20 million to repay an existing loan to Senosi. This will be paid from the R60 million standby loan facility with Dendocept and existing cash resources. If coal prices continue, the company’s cash runway is expected to extend beyond November 2022. Alternative options to fund the Makhado Project are also been pursued.

Financial updates

  • Richemont has announced sales growth for the quarter ended June 2022 and it looks really strong. In constant currency, group sales are up 12%. Reported sales are even better, up 20%. The US was the largest market in the quarter, contributing 22% of group sales. Looking at different channels, Wholesale and Royalty Income only grew by 12% in reported currency vs. 26% in Retail, so a direct-to-consumer strategy is working really well. Online Retail grew by 12%, in line with the slowdown in eCommerce growth that I’ve seen in many companies. Jewellery Maisons grew 20% and Specialist Watchmakers grew 18%, so both critical divisions are doing well. The blemish in the result was Asia Pacific, which is down 15% in constant rates and 8% as reported.
  • Tongaat Hulett is in crisis mode and hasn’t been able to release a provisional report for the year ended March 2022. A longer-term liquidity facility is needed to finalise the financials, which suggests that auditors aren’t prepared to sign off on the company as a going concern unless that is in place. Although Tongaat is in “financial negotiations” with the South African lender group for such a facility, the company has requested that its listing be suspended by the JSE. This would mean no trading in the shares until the balance sheet issues can be sorted out and the financials signed off. The JSE is considering the request. The share price fell by over 17% in morning trade until staging a dramatic comeback to close 10.2% higher for the day! The rally from midday to close of trade was a spectacular 27%!
  • Adcock Ingram closed 4.3% higher after releasing a trading statement indicating an improvement in HEPS of at least 20% for the year ended June 2022. This has been driven by improved demand for OTC and consumer healthcare products relative to the base period that was impacted by Covid. This implies HEPS of at least 485.6 cents, which is a Price/Earnings multiple of 10x provided the company isn’t playing its cards close to its chest. Whenever a company announces an increase of “at least 20%” you have to be careful, as this is the minimum required disclosure under JSE rules. It’s possible for the final result to be materially better than this.
  • Unlike Coronation, Ninety One includes comparable numbers in its assets under management (AUM) update. AUM at 30 June 2022 was £134.9 billion, lower than the March 2022 number of £143.9 billion and the 30 June 2021 number of £139 billion. In a bear market, asset managers experience a drop in assets just like the rest of us. This directly affects income. Remember that the other impact on AUM is from net client flows, which give the best indication of whether an asset manager is on the right track or not.
  • Primeserv Group has released financial results for the year ended March 2022. HEPS jumped 52% to 20.86 cents and the final dividend is 6 cents per share.
  • Get your diary out – Glencore will release its half-year production report on 29th July and financial results on 4th August. Industrials REIT will release its next quarterly trading update on 29th July. MiX Telematics will report its first quarter results on 28th July.

Operational updates

  • Raven Property Group has exercised its put option to divest of its Russian business to a Cypriot company controlled by Raven’s Russian management team. Putin’s actions in Ukraine and the related sanctions literally wiped this listing out.
  • PSV Holdings is still in business rescue, a financial and operational concept because it affects the way the entire business is run. A recapitalisation is required for the audits for 2020, 2021 and 2022 to take place. On 6th July, the business rescue practitioners filed a notice with CIPC terminating the proceedings with the intention to place the company into liquidation. DNG Energy is a material shareholders in the company and has asked for an extension to raise the funds needed to recapitalise the company. A “short delay” has been agreed to. I couldn’t even find a website for the company!

Share buybacks and dividends

Notable shuffling of (expensive) chairs

  • In case you skipped the corporate finance corner, refer to the snippet on Telkom for details of the extensive board changes at the company.
  • Mercer’s sale of its stake in Alexander Forbes has been completed and its representative on the board of Alexander Forbes has tendered his resignation.

Director dealings

  • An associate of the CEO of Stefanutti Stocks has bought shares in the company worth R144k.
  • An associate of the Chairman of Pick n Pay has acquired shares worth nearly R145k.
  • Associates of a long-standing director of Invicta (Lance Sherrell) have bought shares in the company worth R715k.
  • I found it interesting that a director of Barloworld bought shares in the company worth just R12.5k. The announcement even split out the whole shares and fractional shares, as the trades were executed through EasyEquities!

Unusual things

  • In a surprising landmark ruling, the South Gauteng High Court believes that Old Mutual is liable for R1.7 billion to the Living Hands Trust for fraud committed in the Fidentia scandal that was all over the media a decade ago. Old Mutual says it is “deeply concerned” by the ruling and will be appealing it. Here’s an excerpt from the Old Mutual press release that explains why they feel so strongly:

“Quite apart from Old Mutual, the direct cause of the loss and pain suffered was the fraudulent actions of Fidentia well after Old Mutual had transferred funds following a formal client instruction to do so. In the circumstances and following our verification of the authenticity of the transfer of ownership, we were legally obligated and had no other option but to transfer the money.”

Old Mutual press release, 15 July 2022
  • Trustco’s fight with the JSE is ongoing. There is a battle underway over a technical application of IFRS, which is the kind of work you just can’t tell your mates about at the braai without their eyes glazing over in the first few seconds. The dispute has serious ramifications though, as the JSE believes that Trustco is in breach of listings requirements and the company disagrees. Both parties have been advised by IFRS experts who also don’t agree with each other, which tells you more about IFRS than anything else. Trustco has approached the High Court of South Africa for an urgent interdict against the JSE. I felt that this section from the colourful SENS was worth repeating:

“The JSE (and its advisory body FRIP) disagreed with Trustco’s accounting treatment and applied a substance over form treatment, without the JSE being able to point to a single accounting standard that has been breached by Trustco.”

Trustco SENS announcement, 15 July 2022

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