West African private equity firm, Verod, has announced the successful exit from Nigerian pension fund administrator, Tangerine APT Pensions through a disposal to minority partner, APT Securities and Funds. Financial terms of the deal were not disclosed. In 2020, Verod acquired 100% of AXA Mansard Pensions Limited and 45% of APT Pension Fund Managers Limited. In 2021, the two businesses were merged to create Tangerine APT Pensions Limited.
Capital Alliance Private Equity IV announced its full equity exit of a 15.92% stake from Nigerian energy company Aradel Holdings. This transaction follows the successful listing of Aradel on the Nigerian Exchange in October 2024.
Norfund has announced that it is investing €20 million in Société Ivoirienne de Productions Animales (SIPRA), one of the largest locally owned and integrated poultry companies in West Africa. Headquartered in Abidjan, Côte d’Ivoire, SIPRA operates across the entire value chain – from feed production; breeding to processing and distribution with a strong regional presence (+150 outlets) in both Côte d’Ivoire and Burkina Faso.
Oscillate PLC has revised the terms of its acquisition of Kalahari Copper to include Kalahari Copper’s Namibian Copper Project, in addition to the previously announced Botswanan Copper Project. Oscillate made a non-refundable payment of £500,000 to Kalahari Copper, some of which will be allocated to work programmes and license renewals. Upon signing the share purchase agreement, Oscillate will issue shares equating to 30% of its outstanding shares as consideration. A cash payment of £2,0 million, increased from £1,5 million, will be made to the seller within 10 days of relisting on a senior exchange. Milestone payments of £1,5 million each will be due upon an initial Maiden JORC Resource, a Pre-Feasibility Study, and a Final Investment Decision for both the Botswanan and Namibian licenses.
Egyptian fintech, Sabika has a six-figure US$ investment led by M-Empire Angels. Sabika is a digital platform that provides secure, transparent, and Sharia-compliant gold and silver investment services. The investment will be used to enhance platform features, integrate AI-driven tools, and support Sabika’s expansion into the Saudi market in 2025.
Pembani Remgro Infrastructure Fund II has made a US$20 million investment in Kenyan Internet Service Provider (ISP), Mawingu. The investment will be used for Mawingu’s long-term expansion strategy, which aims to impact 1 million people across the continent by 2028 through a combination of acquisitions of local ISPs and the development of digital infrastructure in areas historically left behind due to high capital costs and geographic barriers.
The hidden tax trap of Section 8E of the income tax act
Capital structure is a critical consideration in M&A transactions. Excessive gearing (where a business is over-reliant on debt) can compromise the target company and/or the combined entity’s financial health, place management under undue pressure, and potentially derail a transaction.
Managing risk associated with an overly geared capital structure While debt is often more readily available in emerging or underperforming markets – and generally offers a lower cost of capital and no dilution of equity shareholding – it also introduces greater risk. An overreliance on debt can lead to capital structure imbalances, which may pose significant operational and financial challenges, including pressure on financial covenants. To mitigate this, acquirers often explore restructuring mechanisms such as converting debt into equity, issuing quasi-equity instruments, or refinancing existing debt. One commonly used instrument in this context is the preference share. These instruments are attractive due to their hybrid nature, offering features of both debt and equity. However, where such preference shares function more like debt, they may trigger reclassification under section 8E of the Income Tax Act, No. 58 of 1962, as amended, with significant tax consequences.
The section 8E tax trap
Section 8E was introduced to curb tax arbitrage where instruments are structured as shares but, in substance, behave like debt. It expands the definition of an ‘equity instrument’ to include any right or interest whose value is directly or indirectly derived from a share, ensuring that returns on debt-like shares are taxed in line with their economic substance.
Preference shares may fall within the scope of section 8E if one or more of the following criteria is met: *the preference shares are redeemable within three years (mandatory or optional);
*the preference shares carry a return of capital obligation within that period; or
*they pay dividends linked to interest rates or fixed timelines, rather than ordinary share performance.
Additionally, shares linked to restrictive financial arrangements or whose value is derived from similar instruments may also trigger section 8E.
So, what happens if section 8E applies?
*Any dividends declared on these instruments are treated as income in the hands of the recipient, and are subject to normal income tax rates and not the 20% dividends tax normally applicable to qualifying dividends for individuals (dividends declared to a SA tax resident company are exempt). *The issuer does not qualify for a tax deduction on the dividend paid. *The recipient is not entitled to any exemptions typically available for either dividends or interest.
The core principle behind section 8E is to align the tax treatment of preference shares with their underlying economic reality. If an instrument functions like a loan – despite being issued as a share – then its returns are taxed accordingly. This ensures a consistent and equitable tax outcome across similar financial arrangements.
To illustrate the implications, consider the following scenario: ABC (Pty) Ltd (ABC) issues R1m in redeemable preference shares to XYZ (Pty) Ltd (XYZ). The shares entitle XYZ to a dividend of 70% of the weighted average prime rate of 11.25%, payable quarterly. ABC may require XYZ to redeem the shares for their original subscription value within three years.
Year 1: *ABC pays XYZ dividends of R78,750 over the course of the year. Tax treatment:
*XYZ (the recipient): The R78,750 is taxed as income, not a dividend. No exemptions apply.
*ABC (the issuer): No dividends tax is due, and no deduction is available for the dividend payment.
Closing thoughts
Tax considerations in M&A extend far beyond compliance; they are fundamental to value preservation and creation. Where preference shares form part of the funding structure, particularly in a higher interest, post-COVID 19 environment, it is essential in any transaction to evaluate whether their use would fall within the ambit of section 8E.
Misclassification can significantly impact the post-tax return profile and, ultimately, the commercial viability of a transaction. Careful structuring, aligned with both legal form and economic substance, is key. Engaging tax specialists early in the process is not optional – it is a strategic imperative.
Sibongakonke Kheswa is a Corporate Financier | PSG Capital
This article first appeared in DealMakers, SA’s quarterly M&A publication.
The inherent dynamism of corporate life can lead companies to undergo transformations during their existence, and these changes inevitably carry significant legal consequences for the organisation and functioning of the company. Specifically, as part of its strategic vision, a company may decide to restructure in order to adapt to possible economic changes, remain competitive,1 and maintain or improve its market position. Among the various forms of restructuring is the merger.
Under OHADA commercial company law, a merger is defined as “the operation by which two or more companies come together to form only one, either by creating a new company or by absorption by one of them.”2 The Uniform Act on Commercial Companies and Economic Interest Groups (AUSCGIE) thus draws a traditional distinction between the creation of a new company by several existing ones (merger by formation of a new company) and the absorption of one company by another (merger-absorption).3
Although distinguished in Article 189 of the aforementioned Uniform Act, both types of mergers are governed by the same legal regime. The principal consequence of such a legal operation is the universal transfer of the assets and liabilities of the absorbed company to the absorbing company.4 As such, both the assets and liabilities of the absorbed company are transferred to the new or absorbing entity. Another legal effect is dissolution without liquidation: the absorbed company disappears in favour of the entity that acquires its assets.
This automatic and universal transfer raises the issue of contracts entered into intuitu personae with the absorbed company, particularly employment contracts that are still in force at the time of the merger. Given the principle of privity of contract set out in Article 1165 of the Cameroonian Civil Code, which states that “agreements produce effects only between the contracting parties and do not prejudice third parties,” one might be tempted to conclude that employment contracts would cease to have effect following a merger, as they were entered into based on the specific qualities, both objective and subjective, of the absorbed company and its employees.
However, Article 42 of the Labour Code provides otherwise: “Where there is a change in the legal situation of the employer, notably by succession, sale, merger, transfer, transformation of business, or incorporation, all employment contracts in force on the date of such change shall continue between the new employer and the company’s staff”. 5
Termination of such contracts can only occur under the terms and conditions laid out in this section.
(a) The above provisions shall not apply:
When there is a change in the company’s activity;
When the workers express, before the competent labour inspector, their wish to be dismissed with the payment of their entitlements, prior to the modification.
(b) The cessation of the business, except in cases of force majeure, does not exempt the employer from complying with the provisions of this section. Bankruptcy and judicial liquidation are not considered cases of force majeure.
The employment contract may, while in effect, be modified at the initiative of either party
a) If a substantial modification is proposed by the employer and rejected by the employee, any resulting termination of the contract shall be attributed to the employer. It shall be considered abusive only if the proposed change is not justified by the interests of the company. b) If a substantial modification is proposed by the employee and rejected by the employer, the contract may only be terminated by a resignation submitted by the employee.”
This article means that in the event of a merger, all employment contracts in force remain valid and are transferred to the new employer. As such, Articles 1165 of the Civil Code and 42 of the Labour Code appear to offer conflicting solutions, raising the question of which provision should prevail under Cameroonian law. The answer lies in a well-established civil law principle: special rules override general ones. Therefore, in accordance with this legal maxim, the fate of employment contracts in the event of a merger is their automatic transfer to the new entity.
This leads to the broader question of whether Cameroonian law effectively protects the parties to the employment contract during mergers. To address this issue, we will evaluate the protection offered both to the employee and the employer. While it is clear that the employee enjoys enhanced protection (1), this comes at the cost of a more limited protection for the employer (2).
1.Enhanced Protection of Employees in Corporate Mergers
Through Article 42 of the Labour Code, the Cameroonian legislator has clearly reaffirmed the principle of freedom of contract, which is central to Cameroonian labour law. As a result, employees are not passive victims of the merger of their employing company. Their employment contracts continue under the new employer, offering protection through continuity. This ensures that employees are not automatically dismissed as a result of these structural changes, and that their employment relationships are simply transferred to the successor employer.
Furthermore, the merger places a legal obligation on the absorbing company to uphold the contract under its previous conditions, thereby shielding employees from sudden professional instability.
Beyond ensuring job security, the legislator also allows workers to opt out of this continuity by requesting their dismissal and the corresponding entitlements. While these rights significantly protect employees during mergers, they also, however, dilute the protection available to the employer. 6
2.Weakened protection of employers in corporate mergers
In employer-employee relationships, the employer is generally seen as the dominant party. Consequently, in the context of mergers, despite the employer often being the primary beneficiary, their legal protection is weakened.
The employer’s economic activity is sacrificed on the altar of contractual freedom for the employee. The latter can choose whether or not to continue the employment relationship, whereas the employer is legally bound to continue executing contracts. Worse still, the employer must pay severance to any employee who chooses to leave.
It is difficult to anticipate the number of employees who may choose to leave during merger negotiations. Similarly, the employer may be forced to allocate a highly speculative budget for potential departures – an economically burden-some scenario.
A recent example in Cameroon illustrates this reality: Mediterranean Shipping Company reportedly lost 400 employees following the acquisition of Bolloré Africa Logistics’ operations, with the employees invoking Article 42 of the Labour Code. Such a situation inevitably leads to financial turmoil.
Call for a rebalancing of interests in corporate mergers
Given the above, the solution offered by the legislator in Article 42 of the Labour Code is not attractive for investors. In our view, lawmakers should consider introducing a merger indemnity to encourage employees to stay in their positions. 7
Employers should also leverage their creativity to implement incentive measures aimed at persuading employees to maintain their contractual relationship, and thus stabilise company operations. For instance, employers could involve employee representatives in the merger negotiations, to help avoid circumstances that could lead to mass resignations and thereby jeopardise business continuity.
Naturally, the elimination of certain roles, duplication of positions, and disruption to team cohesion can result in social tensions, which must be addressed through appropriate negotiations and measures to mitigate both their impact on employees and the risk of investment loss. Human resources remain a pillar of corporate survival and a guarantee of return on investment for the absorbing company.
Finally, the legislator could consider limiting employees’ rights to unilateral dismissal during mergers, in order to prevent the employer from being unduly penalised through excessive severance costs and organisational chaos, especially when the original goal was to enhance competitiveness.
Joelle Zeukeng Azemkeu is a lawyer at the Cameroon Bar Association and is an ILFA Alumni
R. Sy, Restructuring Operations of Commercial Companies under OHADA Law: The Case of Mergers, published on 26 June 2024, www.village-justice.com, accessed on 1 July 2025;
See Article 189 paragraph 1 of the Uniform Act on Commercial Companies and Economic Interest Groups;
B. Mator, Mergers of Companies under OHADA Law, Ohadata D-04-19;
Ibid.
This solution is identical under the labour laws of Niger, Burkina Faso, Mali and Chad. The Cameroonian and Nigerian versions are identical.
N. Ekome, Implications of Business Transfers on the Execution of Employment Contracts in Progress in Cameroon, www.village-justice.com, published on 11 July 2017, accessed on 2 July 2025;
In February 2023, in Cameroon, 400 employees of Bolloré Transport & Logistics requested to be dismissed under Article 42 of the Labour Code, following the transfer of the company’s African operations to Mediterranean Shipping Company; This article first appeared in DealMakers AFRICA, the continent’s quarterly M&A publication.
Barloworld waives the COMESA condition – and thus the offer is unconditional (JSE: BAW)
Regulators in Africa are the actual worst
Back in my advisory days, I remember the look on people’s faces in transaction meetings when there was even a small chance of a deal needing to go to COMESA for approval. There are 21 member states in Africa and you can just imagine how efficient their competition regulation process is. Deals will sit for months and months, if not longer.
I’m not a competition lawyer, so I’m not sure quite how Barloworld can do this, but they’ve agreed with the offeror to waive the condition for COMESA approval. This means that the offer is now unconditional, even though the COMESA issue is outstanding.
For those looking to sell their Barloworld shares to the offeror, this is good news. It means that the offer will be open for acceptance until 15 October and that the payment date will be in mid-October as well, provided that Barloworld gets through the remaining administrative processes smoothly (including the TRP compliance certificate).
Holders of 41.6% of the shares in Barloworld have accepted the offer thus far. Together with the existing shares held by the consortium and the Barloworld Foundation, this takes them to 65%. The question now is around just how close they will get to the magical squeeze-out number of 90%.
Capitec just cannot stop winning (JSE: CPI)
While most banks struggle for double-digit HEPS growth, Capitec just managed 26%!
If there are any Capitec bears left out there, they’ve gotten very quiet in the past year or two. Capitec’s business has evolved from unsecured lending into solid retail banking, followed by the introduction of new value-added services like Capitec Connect and now an additional core offering in the form of business banking. Each time Capitec takes a significant step forward in their service offering, the numbers tell a story of success. I wouldn’t like to be sitting at one of their competitors, wondering what they might do next.
As regular readers will know, I’m currently hosting a podcast series that tells the stories of entrepreneurs who bank with Capitec Business. I’ve therefore seen first-hand how Capitec is investing in its business bank and its clients, with authentic positive feedback from the entrepreneurs I’ve met. Honestly, I wouldn’t bet against them taking significant market share in this space, just like they did in the retail market. Business banking loans increased by 42% vs. personal banking loans at 32%, with business banking less than a quarter of the size of personal banking.
If we look at the group numbers for the six months to August 2025, net interest income grew 23% and impairments were up 17%, so net interest income after impairments jumped by 27%. It’s pretty hard for bank results to go wrong from there!
Capitec has impressive growth drivers that sit below that line, like value-added services up 36% and Capitec Connect that has more than doubled to a contribution of R165 million. There’s also a delicious 45% jump in the net insurance result, powered by 86% growth in funeral plan and life cover.
Net non-interest income grew 19%, so the most interesting thing about the story is that Capitec’s core banking operations are still growing ahead of the “juicy” stuff that is the only meaningful source of growth at most of the other banks. Capitec continues to eat the sector’s lunch.
Expenses were up 16%, so there’s not as much margin expansion as shareholders might have wanted to see. Capitec is in a growth phase and is investing heavily in its business, with the acquisition of AvaFin contributing 200 basis points of the growth in expenses. Still, with operating profit before tax up 26% and HEPS up 26%, I really don’t see much room for complaints. Return on equity has increased from 29% to 31%, putting it country miles ahead of its peers.
Gerrie Fourie has retired as CEO and he certainly went out on a high. The reins to the most impressive corporate story in South Africa have been passed to Graham Lee. Let’s see what he does with them!
SPAR is clearly struggling to maintain market share (JSE: SPP)
Is the franchise model going to find a way to claw things back?
SPAR is in the fight of its life. On-demand grocery retail is now part of our daily lives, with scooters everywhere on the roads. How often do you see the SPAR2U branding on one of them? Yeah, same here.
Omnichannel retail is difficult and requires incredible data access and integrity throughout the systems. Retailers need to know exactly what is on the shelf at the stores and how to access it, with Woolworths (JSE: WHL) and Checkers (part of Shoprite JSE: SHP) operating exclusively corporate-owned stores and thus having full visibility. Pick n Pay (JSE: PIK) is a mix of corporate-owned and franchise stores, so that makes things harder. SPAR is in the worst position of all, with a franchise model and so much independence baked into the culture that store owners aren’t even required to procure from SPAR as the wholesaler, let alone share shelf-level data!
Clearly, SPAR is on the back foot. And once you layer on all the management distractions and value destruction in Europe, you reach a point where SPAR makes incredibly embarrassing decisions like that one to open pet stores that sell live animals. It feels like none of the people behind that decision have ever been on social media or actually spoken to anyone involved in animal welfare. I genuinely cannot tell you when last I saw a chain store that sells live animals. People either adopt from shelters or they contact breeders, unless they go to specialist stores for pets like fish. Nobody (literally nobody) wants to see puppies for sale in a pet store when the shelters are full. Who signed that decision off?!?
Having backtracked on that daft plan with a dozen eggs on their faces (which were probably delivered by Sixty60 anyway), my main concern is that SPAR seems to be out of ideas. In a trading update for the 51-week period ended 19 September 2025, they note that wholesale growth in South Africa was 1.7% in the first half and 1.8% in the second half. Yaysies, how exciting.
The only growth engine is SPAR Health, up 13.7% and 12.1% respectively. Build it managed to shrink by 4.1% in the second half, almost perfectly offsetting the growth in the first half. In the Groceries and Liquor business specifically, the first half was 1.1% and the second half was 2.3%. Sure, there’s some momentum in Groceries and Liquor, but off such a low base in the first half.
What about Ireland, the offshore business that SPAR hasn’t had to pay someone to drag away? It was down 0.6% in the first half and up 2.2% in the second half.
Instead of wasting their time on trying to sell puppies and bunnies in new stores, SPAR’s management team should be living and breathing the biggest problem they face: competing with Sixty60. The share price has shed 31% of its value this year and it’s not hard to see why. The biggest frustration of all is that a great SPAR is genuinely great – my local SPAR is a perfect example of the incredible operators that sit underneath this thing. There’s so much potential here, but… puppies.
Nibbles:
Director dealings:
Here’s something to make us all feel poor: Pieter Erasmus shuffled some chairs around in his personal holding structure, which means that Pepkor (JSE: PPH) shares worth an incredible R482.4 million changed hands.
Neal Froneman, the retiring CEO of Sibanye-Stillwater (JSE: SSW), executed a collar hedge over shares worth R11.5 million. It’s also important to note that a prescribed officer (in this case a senior exec in Australia) sold shares worth R14.2 million.
The CEO of Argent Industrial (JSE: ART) sold shares worth R1.5 million.
The company secretary of eMedia Holdings (JSE: EMH | JSE: EMN) bought N ordinary shares worth R29k.
Although not a trade of shares, Astoria (JSE: ARA) announced that non-executive director Jan van Niekerk’s indirect shareholding in the company has increased from 6.18% to 10.33% due to various restructuring activities in his holding structure.
Orion Minerals (JSE: ORN) is firmly in exploration phase, so the financials aren’t as useful as they are for a company that has moved into the operating phase. Most of the commentary is around the definitive feasibility studies published earlier this year and the progress made since then. The operating loss for the year ended June 2025 was A$15.4 million, driven by exploration and corporate costs. Orion will announce the results of the placement to raise around R57 million on Thursday 2nd October.
PPC (JSE: PPC) is working towards getting the sale of land by PPC Zimbabwe done. PPC has an 88% stake in the Zimbabwe subsidiary and has been enjoying a much better performance in that country recently. The property is being sold for $30 million, so this is a chunky deal. The sale was announced in August, with the latest news being that PPC Zimbabwe and the purchaser have agreed that all the conditions will need to be met by 27 February 2026. That’s quite a long time, so hopefully it’s enough runway to get the deal done.
Thungela (JSE: TGA) announced that CEO-designate Moses Madondo will take the role of CEO with effect from 1 November 2025. Current CEO July Ndlovu will be on gardening leave from 1 November 2025 until 31 December 2025 when he formally steps down as a director. As an entrepreneur, I can only dream of annual leave. In top corporate jobs, gardening leave can sometimes be a reality if you get really lucky. What a thing that is – being paid to just sit at home (and do the garden)!
eMedia Holdings (JSE: EMH | JSE: EMN) confirmed that Remgro (JSE: REM) has now completed the unbundling of N ordinary shares as agreed. This means that Remgro’s shareholders now control roughly 3.4% of the voting rights in eMedia Holdings, as the N ordinary shares have 1 votes per share vs. the ordinary shares at 100 votes per share.
Occasionally, you see significant changes to the shareholder register on companies that are off the beaten track. It’s either something or it’s nothing, but it’s always worth being aware of in case you’re a shareholder. In this case, Mahube Infrastructure (JSE: MHB) announced that Bunter Capital and related parties now hold 5.1% in the company.
Note: Ghost Bites is my journal of each day’s news on SENS. It reflects my own opinions and analysis and should only be one part of your research process. Nothing you read here is financial advice. E&OE.Disclaimer.
South Africa is rapidly emerging as a digital investing leader, driven by mobile-first platforms, financial inclusion efforts, and a tech-savvy population
Digital investing in emerging markets (EM) is growing twice as fast as in developed ones – and South Africa is punching above its weight. Technology is making long-term investing accessible to more people than ever before.
It’s worth asking: how can we accelerate this momentum of digital wealth creation in South Africa?
Globally, the digital wealth market is projected to grow from US$3.3 billion in 2024 to US$8.5 billion by 2032. In South Africa, the momentum is tangible. We score 65/100 on Amundi’s Digital Investor Global Index (DIGI) – above the global average – reflecting strong usage, portfolio weight, advice habits, and peer advocacy.
We’re entering an era where investing is no longer the preserve of the elite, but a path open to anyone with a smartphone and a plan. Platforms like SatrixNOW have helped make this possible by lowering costs and barriers to entry.
Emerging Markets Are Leading the Charge
Emerging markets are at the forefront of this shift. In Southeast Asia, the digital investment market is on track to surpass US$44 billion by 2025, fuelled by a rising middle class and near-universal smartphone adoption. Eastern Europe is following suit, with forecasts showing this market could exceed €412 billion by 2029.
Africa’s story is particularly compelling. Nearly half of the world’s mobile banking accounts are based on the continent. From Kenya’s M-Pesa to South Africa’s fintech evolution, mobile-first investors are bypassing legacy systems. A young, tech-savvy population, falling data costs, and affordable smartphones are accelerating uptake. Even global giants like BlackRock and Amundi are backing EM platforms that blend ESG intelligence with digital-first experiences. Emerging markets aren’t catching up – they’re shaping the next wave of investing.
Why Digital Wealth Matters in South Africa
Digital platforms have transformed access to financial tools. What once required paperwork and high fees is now available at the tap of a screen. Neobrokers, robo-advisers, digital banks and even telcos are entering the space, all to make it easier, cheaper, and more personalised to grow your money.
For South Africa, this isn’t just convenient – it’s critical. Financial literacy gaps are wide, informal employment is high, and access to traditional financial tools remains unequal. The national savings rate has hovered between 0.13% and 0.5% – far below Brazil (16.9%) and India (10.8%). Digital platforms are not a ‘nice-to-have’. They are essential infrastructure for inclusion.
South Africa’s Digital Curve
The growth of digital investing here is measurable and strong. Statista projects South Africa’s digital investment market will reach US$8.49 billion in 2025. Neobrokers are expected to drive most of this, signalling demand for low-cost, intuitive platforms.
This evolution didn’t happen overnight. It began with foundational shifts, such as the introduction of the first exchange traded fund (ETF) by pioneer Satrix in 2000, which paved the way to democratise access to the broader market. The curve steepened significantly with the arrival of zero-minimum, fractional-share platforms in 2014, which completely dismantled the high barriers to entry that kept many first-time investors on the sidelines.
Today, as the market enters maturity, traditional financial institutions are no longer watching from the sidelines. Many are partnering with or launching digital platforms to reach a new generation of investors.
Education Is Key
Access is only half the equation – understanding how to use these tools is the other. Only 51% of South Africans are considered financially literate, creating a gap between access and effective participation. That’s why Satrix supports initiatives like Money School, a free virtual learning platform for young people, and Digify Africa, which delivers financial lessons via WhatsApp in local languages.
We are also collaborating with partners like Digify to host roundtable discussions on how digital tools can bridge the literacy gap and empower first-time investors.
Policy is catching up too. The FSCA’s Draft Conduct Standard for Financial Education is a bold step towards scalable, inclusive learning.
What’s Next?
The digital wealth movement can’t be driven by platforms alone. Regulators must enable innovation. Employers need to support financial well-being. Advisers should expand their reach. Communities must share knowledge. And investors need to lead by example.
At Satrix, our goal is simple: to help every South African own a piece of the market. So, let’s measure. Let’s educate. And most importantly – let’s invest and let’s own the market.
This article was first published here on the Satrix website.
Disclaimer
Satrix Investments (Pty) Ltd is an approved FSP in terms of the Financial Advisory and Intermediary Services Act (FAIS). The information does not constitute advice as contemplated in FAIS. Use or rely on this information at your own risk. Consult your Financial Adviser before making an investment decision.
Satrix Managers (RF) (Pty) Ltd (Satrix) is a registered and approved Manager in Collective Investment Schemes in Securities and an authorised financial services provider in terms of the FAIS.
While every effort has been made to ensure the reasonableness and accuracy of the information contained in this document (“the information”), the FSPs, their shareholders, subsidiaries, clients, agents, officers and employees do not make any representations or warranties regarding the accuracy or suitability of the information and shall not be held responsible and disclaim all liability for any loss, liability and damage whatsoever suffered as a result of or which may be attributable, directly or indirectly, to any use of or reliance upon the information.
An unplanned temporary management change at ASP Isotopes – and a purchase order from a US company (JSE: ISO)
The company kept SENS busy on Tuesday
ASP Isotopes announced that CEO and co-founder Paul Mann will be taking a temporary leave of absence from his duties. This is because of an orthopaedic surgery in the US that has led to some post-operative complications and an inability to travel for the next few months. This makes it impossible for him to adequately fulfil the CEO role at the moment. He will therefore step into the Executive Chairman role on a temporary basis, with Robbie Ainscrow (current COO and co-founder) moving into the Interim CEO role.
In further leadership news, Michael Cunniffe has been appointed as the CFO of Quantum Leap Energy in preparation of that company being separately listed. He is highly qualified and experienced in both finance and cell and gene therapy, so that tracks with the overall story at ASP Isotopes regarding the sheer bench strength of professional staff. I think you’ll find more PhDs at ASP Isotopes than at the average university!
In commercial news, ASP announced a purchase order for enriched Barium-137 from a US company, with a delivery date of Q1 2026. This is one of the key ingredients in building large-scale quantum computers. There’s a lot of talk around quantum computing at the moment, so that bodes well for future demand of this material.
Assura’s trading update matters for Primary Health Properties shareholders (JSE: AHR | JSE: PHP)
Assura’s listing will be suspended from 3 October
As a last hurrah before the listing is suspended and then terminated in the wake of the highly successful offer by Primary Health Properties, Assura has released a trading update for the six months to September 2025. This is of course very useful for Primary Health Properties shareholders who now indirectly own this asset.
Assura achieved like-for-like rental increases of 5.6% and undertook considerable expansion activity in the portfolio to drive future growth. The development pipeline is core to the story over the next couple of years, alongside the opportunity to enhance lease income through renewals and other activity.
Active portfolio management has led to a valuation uplift of the underlying properties, so the balance sheet is also heading in the right direction. As market farewells go, this is about as positive as they get.
The exit velocity is encouraging, although impacted by acquisition timing
Lesaka Technologies follows a style of disclosure that will be very familiar to anyone who is used to reading updates by global tech companies. If you only read local announcements though, you’ll be surprised at how strong the focus is on adjusted EBITDA rather than local favourite HEPS.
You also might be wondering what I meant by “exit velocity” above. This just means that the fourth quarter of the year saw a stronger growth rate than the full year, which means they have positive momentum going into a new financial year. I don’t usually use these terms, but I would rather expose you to the kind of stuff you might see in global tech earnings calls.
Speaking of the growth rate, full year net revenue growth was 38% and adjusted EBITDA was up 33%. There’s some margin pressure there, but they achieved their guidance for adjusted EBITDA. The Merchant Division is where you’ll find the margin dilution, with net revenue up 46% and adjusted EBITDA up 20%. The Consumer division was good for 35% growth in net revenue and an 83% jump in adjusted EBITDA!
As you’ll find in any growth company that is making acquisitions, there are distortions in the numbers that are important to understand. For example, Lesaka finalised the acquisition of Adumo in October 2024. This means that Adumo was in the current period for nine months and not in the prior period at all, which impacts comparability. Despite these limitations, it’s still worth noting that the fourth quarter achieved net revenue growth of 47% and adjusted EBITDA growth of 61%.
There’s also plenty of noise between adjusted EBITDA and the net loss, mainly due to non-cash charges related to the sale of non-core asset MobiKwik. There are also very large impairment losses and once-off transaction costs.
This mixed bag is probably why the share price is down 6% over the past 12 months. It’s certainly not for lack of growth in the core business, with substantial progress made in acquisitions and in growing adjusted EBITDA. Guidance for FY26 suggests adjusted EBITDA growth of over 45% at the mid-point. Importantly, this excludes the Bank Zero acquisition that is requires various regulatory approvals.
Netcare had a much better year in FY25 (JSE: NTC)
It doesn’t take much revenue growth for hospitals to get on the right side of operating leverage
Netcare has released a voluntary update on the trading performance for the year ended September 2025. Revenue was up by between 4.5% and 4.7% and whilst that may not sound overly exciting, it’s enough to send EBITDA higher by between 6.5% and 8.5%. For investors looking for inflation-beating returns from a defensive industry, that’s ticking the box.
Adjusted HEPS is expected to be up by between 16% and 19%. That’s firmly in growth stock territory, but I would suggest waiting for the details of the adjustments before getting too excited. Investors will hope that this move is thanks to high quality reasons like the positive impact of share buybacks.
As we’ve seen in recent years, demand for mental health care remains strong, while other areas like medical and dental visits are under pressure. It’s also important to remember that although Netcare is in a defensive sector, there are still lumpy contracts that can lead to significant percentage moves in the numbers. In Primary Care, revenue fell by between 7% and 8% due to a major contract.
Detailed results are expected to be released on 24 November.
Orion Minerals needs capital – and this time, they aren’t asking retail investors (JSE: ORN)
The chairman and a group of professional investors will plug the gap
Orion Minerals has historically been very good with giving retail investors a fair chance to participate in capital raises. It does take longer to do this of course, with the added challenge of lack of certainty around exactly how much will be raised.
Under normal circumstances, this type of raise is still manageable. But right now, Orion cannot afford to get anything wrong as it looks to cement the Glencore (JSE: GLN) funding and offtake deal. This is probably why they’ve gone the route of raising around R57 million from “sophisticated investors” i.e. from selected parties rather than broadly.
One such party is the chairman, Denis Waddell. The issue of shares to his associated entity will require shareholder approval. As for the rest of the investors, it falls with the authority that the company already has to issue shares to unrelated parties without further approval.
Here’s the bad news for recent punters though: the raise is priced at around R0.17 per share, which is well below the recent level of around R0.23 per share. To be fair, the share price is up more than 50% in the past month thanks to the Glencore deal, so only those who bought the very top of that move will complain.
No helium production at Renergen this quarter, but at least they sorted out Springbok Solar (JSE: REN)
Remember, the ASP Isotopes (JSE: ISO) deal isn’t a guarantee until all conditions have been met
Renergen has released an update for the past quarter. This may seem pointless to you based on the merger activity with ASP Isotopes, but it’s very important to remember that a deal is always capable of falling over until the very last condition is met. As things currently stand, Renergen is an independent company. The deadline for the fulfilment of the remaining offer conditions has been extended to 28 November 2025.
At least the Springbok Solar issue is out of the way. As previously announced, Renergen entered into a coexistence agreement with Springbok Solar and earned a public apology from them for their behaviour. There is a financial settlement payable to Renergen’s subsidiary, but the announcement doesn’t indicate the value.
If we look at Renergen’s underlying operations, we find the same narrative that has plagued the story in recent years. LNG production fell from 1,311 tons in the previous quarter to 987 tons in this quarter, which Renergen attributes to maintenance that was brought forward. On the helium side, there was absolutely no helium production in this quarter as the additional wells need to be tied in to make it viable.
Roll on the ASP Isotopes era…
The trees are looking greener at York Timber (JSE: YRK)
But what does it take for them to make a profit excluding fair value moves?
York Timber operates in a tough industry. The share price reflects this, with a choppy profile and a negative move of -11% over the past 12 months. It’s difficult for the share price to establish any kind of consistent trajectory when the numbers tend to be all over the place.
One of the biggest contributors to the earnings volatility is of course the fair value changes in the biological assets themselves. York Timber is required to estimate the future value of the trees and then adjust for those forecast movements in its financials. This is why they also report core earnings per share, which strips out the fair value moves.
I thought I would include the slide dealing with the biological asset valuation so that you can see the key inputs:
For the year ended June 2025, revenue increased by 14% and HEPS jumped quite spectacularly from 13.74 cents to 66.69 cents. But if you look at core EPS (excluding the fair value moves), you’ll find that the loss of 10.74 cents improved to a loss of 0.28 cents. Yes, that’s still a loss.
There are some other highlights beyond the biological asset value increase of 19%. For example, cash generated from operations (perhaps the most important measure of all) increased from R29 million to R148 million. I must note that 2024 was a particularly rough year for cash generation, so there’s definitely a low base effect here.
Lumber sales volume growth was 12%, driven in part by turnaround efforts at the underlying operations. There are still areas of the business that need urgent attention, like the Sabie sawmill that suffered an EBITDA loss of R49 million. I’m sure they will take a lot of heart from the improvements at the Jessivale sawmill, where EBITDA swung from a loss of R3.5 million to a profit of R29.1 million.
One thing about York is that the opportunity for strong positive swings in profitability is there. The challenge is that the opportunity for negative swings is also there!
As we saw last year, there’s no dividend for York shareholders.
Nibbles:
Director dealings:
An associate of a director of a major subsidiary of eMedia Holdings (JSE: EMH | JSE: EMN) bought shares worth R3 million.
The financial director of HCI (JSE: HCI) bought shares worth R1.2 million.
A director of a major subsidiary of Woolworths (JSE: WHL) sold shares worth just over R1 million.
A director of a major subsidiary of Sea Harvest (JSE: SHG) sold shares worth R825k.
A director of NEPI Rockcastle (JSE: NRP) bought shares worth R510k.
Barloworld (JSE: BAW) announced that competition approval has now been received in Angola for the offer by the consortium to shareholders. The only outstanding regulatory approval is now COMESA. The standby offer will remain open until the earliest of 11 December 2025, or 10 business days after the offer becomes unconditional.
Tiger Brands (JSE: TBS) announced that the conditions precedent for the disposal of Langeberg and Ashton Foods have been met. This is absolutely critical for Ashton and the surrounding areas, with over 3,000 permanent and seasonal staff. Tiger Brands may have one of the worst overall social records in South Africa (the horrors of listeriosis won’t be forgotten for a long time), but they put in a lot of effort to do the right thing in this case.
There are some changes to the board at Collins Property Group (JSE: CPP), the most notable of which is KR Collins moving from the CEO role into the chairman role, which of course means that Dr. Christo Wiese will be vacating the chairman role and will remain as a non-executive director. KA Searle, currently the executive managing director, will become the CEO.
Wesizwe Platinum (JSE: WEZ) finally released results for the year ended December 2024, with the delay caused by a cyberattack at the end of 2024. The group does not have enough cash to develop its key BPM project, which makes them reliant on the ongoing funding support of the majority shareholder. That’s not new news. But what is new is a legal provision of R215 million related to the conclusion of an adjudication process involving a claim by a former mining contractor, China Coal No 5 Construction Company. This is one of the reasons why the headline loss per share increased from 1.55 cents to 11.31 cents.
Shuka Minerals (JSE: SKA) released results for the six months to June 2025. The company is pre-revenue and recorded a headline loss of around R8.7 million. If you’ve been following the company, you’ll know that they are currently waiting for major shareholder Gathoni Muchai Investments to pay the next tranche of funding, with no particularly good explanation why the payment is delayed. They now expect to conclude the transfer by mid-October. This is hopefully just a “the day is darkest before the dawn” issue, with the company looking ahead to the acquisition of the Kabwe Project from Leopard Exploration and Mining.
Salungano Group (JSE: SLG) is suspended from trading as they are horribly behind on their financial reporting. They expect to release earnings for the year ended March 2024 (!) by 7 October 2025, with an expected increase in the headline loss per share of between 88% and 94%.
Speaking of suspensions, SAIL Mining (JSE: SGP) has been suspended since July 2022. They need to publish results for FY22, FY23 and FY24, along with all the interim reports as well. The reason why they are so behind is that there were three subsidiaries in the group in business rescue. They’ve managed to get through this and they are now working to catch up on the financials.
Conduit Capital (JSE: CND) is also suspended from trading, with the liquidation of CICL underway along with other litigation. Of critical importance is the enforcement of the arbitration award against Trustco. CLL, the insurance business that they tried to sell and were blocked from doing so by the regulator, is currently in run-off mode with no new growth.
We also find PSV Holdings (JSE: PSV) in the naughty corner, suspended from trading and trying to find a way to recapitalise the company. DNG Energy is expected to make a further proposal to the liquidator this month.
Note: Ghost Bites is my journal of each day’s news on SENS. It reflects my own opinions and analysis and should only be one part of your research process. Nothing you read here is financial advice. E&OE.Disclaimer.
Boxer enjoyed stronger sales growth in the past couple of months (JSE: BOX)
Momentum into the end of a period is what investors want to see
If you speak to any successful entrepreneur, they will tell you that they carefully manage the numbers every single month. If there’s any kind of slowdown or acceleration, they want to understand exactly why.
Listed companies are no different, but investors don’t get to see that level of detail. Instead, we see reports that cover six months at a time, making it difficult to see when things are accelerating or decelerating. This is why I’m a big fan of quarterly reporting in the US!
Sometimes, companies allow us to take a look at more granular numbers. Of course, they usually only do this when there’s a happy story to tell. That’s how minimum disclosure tends to work in practice: companies only go above and beyond when it’s in their interest to do so.
Other times, companies take the approach of giving more regular trading updates regardless of performance. I appreciate this, as more information is always better for investors than less information.
At Boxer, they previously indicated sales growth for the 17 weeks to 29 June 2025. They’ve now released a trading statement dealing with the 26 weeks to 31 August 2025, representing the first half of the financial year. Things got better in July and August, lifting like-for-like sales from 3.9% to 5.3%. Note that 5.3% is for the full 26-week period, so the final two months must’ve been really good to achieve that overall uplift. This is particularly impressive when you consider that food inflation for the 26-week period was -0.7%, so they managed this purely from volumes.
Boxer’s broader store rollout plan is still alive and well, with total turnover growth of 13.9% for the 26-week period. The difference between total growth and like-for-like growth is attributed to the increase in the number of stores.
The picture is very different at HEPS level, mainly due to the IPO structure that led to many new shares being in issue. There are also the incremental costs of being a separately listed entity. This will be in the base going forwards, so year-on-year growth should normalise.
For now though, headline earnings will move by between 0% and 9% because of the cost impact. Once you take into account the additional shares and look at HEPS, you get an ugly move of -28% to -34%.
The share price performance has been remarkably choppy, so this is something that traders could consider looking at. It might rip your face off, but at least you’ve got volatility to work with:
CMH is expecting a significant jump in earnings (JSE: CMH)
The company seems to have adjusted to the popularity of Chinese cars on our roads
Combined Motor Holdings, or CMH as it is more commonly referred to, released a trading statement dealing with the six months to August 2025. They expect HEPS to increase by between 20% and 25%, an excellent result in a difficult environment.
Keep an eye on this share price on Tuesday morning, as the trading statement came out just before market close and the share price is still slightly in the red year-to-date. It’s hard to see how it will stay in the red with numbers like these!
Emira is on track to achieve its goals this year (JSE: EMI)
But the underlying portfolio is dealing with some struggles
Emira released an update for the four months ended July 2025, giving investors a helpful update before interims come out in November. The overall summary is that the fund is “on track to achieve its objectives” this year. Of course, that’s not the same thing as “the fund is killing it out there” – not every property portfolio is doing well at the moment.
The South African commercial portfolio (i.e. everything other than residential) enjoyed an improvement in vacancies, but negative reversions of -6.3% are worse than in the prior year (-5.6%).
If we dig deeper into this, retail vacancies increased from 4.2% to 5.1% and negative reversions were -3.3% vs. -1.2% in the prior year. That’s unfortunate negative momentum in the portfolio of 12 retail properties, most of which are grocer-anchored neighbourhood shopping centres. I wonder to what extent on-demand fulfilment from grocery stores is hurting footfall at these centres.
The office portfolio saw a slight uptick in vacancies (8.8% vs. 8.4%) and negative reversions of -7.8% (vs. -9.3% in the prior period). Across the 10 properties, most of which are P- and A-grade (i.e. of the highest quality), Emira is struggling to achieve much improvement.
The industrial portfolio saw a substantial improvement in vacancies from 7.9% to 2.0%, a typically lumpy move where one tenant takes up a large warehouse. Negative reversions were -7.1%, worse than -9.9% in the prior year. Emira has 19 industrial properties of varying sizes.
It’s concerning that not a single sub-category in the South African portfolio is achieving positive reversions. But it’s hard to know for sure what the impact on earnings will be this year, as many funds are currently in a similar boat and yet are still achieving earnings growth ahead of inflation because of the escalations in the underlying leases.
Moving on, the residential portfolio is down to 2,248 units (vs. 3,347 units as at March this year). They reckon another 289 units will transfer by December 2025 as they follow a value unlock strategy.
Emira also has a US-based portfolio of 11 investments in open-air centres. Vacancies increased from 4.6% to 6.2% due to an underlying tenant failure. The portfolio is performing in line with Emira’s expectations.
Bringing the portfolio review to a close, Emira has a 45% interest in DL Invest, a developer and owner of properties in Poland. This means that DL Invest has a valuable land bank for future development, as well as a portfolio of 39 income-generating properties. Poland continues to be a strong story, with vacancies down from 3.1% to 2.9% and strong support in the European debt markets for this business.
Finally, the loan-to-value ratio as at the end of August was 37.1%, which is higher than 36.3% at at March.
It feels like a mixed set of numbers overall. I’ll reserve judgment until we see the net impact on distributable earnings, as reversions aren’t the best indicator of overall current performance. My biggest worry would be the disappointing performance of the local retail portfolio at a time when many property funds are doing well.
HCI is jumping through hoops to help SACTWU (JSE: HCI)
This deal is getting more complex by the day
With HCI’s share price down 34% in the past year, the market isn’t exactly falling over itself to own these shares. The underlying exposure to the gaming industry is causing a lot of concern, particularly as part of a portfolio that includes assets that are cash hungry and more developmental in nature.
Ideally, when sentiment has soured, companies should be doing everything possible to simplify things and manage shareholder relationships. It therefore only adds to the concerns in the market that HCI is giving so much headspace to the cash flow needs of SACTWU as the B-BBEE shareholders.
There’s a lot of history here between the HCI management team and the union. This leads to a situation where other minority shareholders find themselves in the position of frustrated kids in the back of the car, while the adults in front are trying to navigate difficult country roads that were unnecessary in the first place vs. just staying on the highway.
As is the case with many detours, the road is getting more treacherous by the minute. HCI has been trying to figure out a way to repurchase shares from SACTWU and sell them a bunch of properties, thereby putting an ongoing revenue stream in the hands of the union and avoiding ongoing selling of shares in the market. In theory, that’s probably a decent outcome for HCI shareholders, but it doesn’t make the journey in the back of the car any less disconcerting.
A further detour is now necessary, as HCI has now come to the conclusion that this deal is too painful for HCI’s B-BBEE credentials, which are critical to the underlying business licences. They are uncomfortable with losing so much Black Ownership at listed company level.
To try and solve the puzzle, they are reworking the deal in such a way that SACTWU will have a controlling stake in Squirewood (the entity that holds the HCI properties that were being sold to SACTWU) and Squirewood will in turn hold around 25.3% of the issued shares in HCI. The details will come out in the circular, but the TL;DR is that instead of offloading the properties in SACTWU in exchange for shares in HCI (a decent outcome for shareholders), they are now only partially executing that deal.
It sounds to me like it’s a good day to be the attorneys billing for this deal, as it keeps getting more complicated and thus costly. As for the HCI share price, it barely moved in response to the announcement, possibly because it took the market the remaining few hours of the trading day just to wade through the content!
It’s not every day that you’ll see a gross loss, yet here we are at MC Mining (JSE: MCZ)
Naturally, things only get worse further down the income statement
A company making a loss is nothing new of course, but a gross loss (i.e. sales minus cost of sales) is highly unusual. In theory, this means that the company should rather have just stayed in bed for the period and incurred only its fixed costs!
At MC Mining, the year ended June 2025 includes revenue of $17.5 million and cost of sales of $24.1 million. That’s a gross loss of $6.6 million, which manages to be even worse than the gross profit of nil in the prior period.
Although administrative expenses fell by 55% to $6.9 million, there’s no way to rescue the income statement when it starts with a gross loss. There were impairments and finance costs, so the whole thing is just ugly.
Luckily, there’s a silver lining: the Makhado Project, which is really the only reason why MC Mining has a future. They’ve attracted strategic investment from Kinetic Development Group (KDG) for the project, with funding still to flow in various tranches. With all said and done, KDG will own 51% in MC Mining. This has come with a change in management as well.
There’s a lot to be done here, not least of all in stemming the losses at Uitkomst Colliery while they deliver on the big dreams at Makhado.
PSG Financial Services just can’t stop growing (JSE: KST)
The strength of the distribution model keeps shining through
PSG Financial Services released a trading statement dealing with the results for the six months to August 2025. The numbers are strong to say the least, with an expected increase in HEPS and recurring HEPS of between 19% and 22%.
Results will be released on 16 October, so they’ve also done a great job of giving investors a couple of weeks to digest this growth guidance. The share price is up 15% year-to-date and 24% over the past year, reflecting the ongoing strength in the business.
From strength to strength at Vukile, one of the best local REITs (JSE: VKE)
The market can’t get enough of this story
There are many highlights at Vukile, but the support from the debt market is certainly worth mentioning before we dive into the portfolio updates. With a recently upgraded credit rating of AA+(ZA), Vukile’s R500 million bond issuance was 6 times oversubscribed and achieved the lowest margin (i.e. most efficient cost of debt) since the bond programme was launched in 2012. Impressive to say the least and critical for any property fund of course, as debt is such a core ingredient for the business model!
Why are investors so happy with the story? It certainly doesn’t hurt that the first half of the year is expected to see net operating income growth of 10.1% in the South African retail portfolio, ahead of the budgeted 9.1%. On a like-for-like basis, growth is 8% vs. 6.4% in FY24. They are even achieving positive reversions at the moment, with strong demand for space in the township, rural and value centres.
I always really enjoy the bubble chart that Vukile puts out in the pre-close update, showing the relative size and growth of the underlying retail categories:
In a world that keeps talking about a reduction in alcohol consumption, there’s certainly no evidence of that where Vukile operates. And just look at that growth in cell phones!
In the Castellana portfolio in Spain and Portugal, footfall was up 3% and sales increased 5.1%. The group seems to be happy with the underlying portfolio performance, particularly when you make some adjustments like the recovery process at Bonaire SC after flood damage.
Overall, Vukile expects to achieve the current guidance of at least 8% growth in funds from operations per share and the dividend per share. Updated guidance will be given when interim results are released, which suggests that things might be getting even better.
Vukile enjoys one of the strongest valuations in the sector. Despite this demanding valuation, the share price is up 14% year-to-date.
Nibbles:
Director dealings:
A director of Richemont (JSE: CFR) sold shares worth R5.2 million.
A director of Northam Platinum (JSE: NPH) sold shares worth R4.3 million.
Des de Beer is back at it, with a purchase of shares in Lighthouse Properties (JSE: LTE) worth R4.2 million.
A director of Sabvest Capital (JSE: SBP) bought shares worth R216k.
The company secretary of eMedia Holdings (JSE: EMH) bought shares worth R49k.
Exemplar REITail (JSE: EXP) has given us yet another positive data point in the property sector, with a trading statement for the six months to August 2025 suggesting an increase in distribution per share of between 18.2% and 22.4%. The stock is very illiquid, so there are other far more practical ways to take a view on the sector. Nevertheless, it’s another useful example of positive momentum in the sector.
Nampak (JSE: NPK) has lifted the lid on its succession plan, announcing that Riaan Heyl will become CEO with effect from 1 February 2026. His most recent role was as CEO of Pepsico SA, which acquired Pioneer Foods in 2020. He knows current Nampak CEO Phil Roux from the Pioneer days, so there will hopefully be a smooth transition.
Corporates with bond programmes often make use of tender offers. This has nothing to do with Valentine’s Day and everything to do with early redemptions of debt, as the offer is made to holders of the debt to tender their instruments for redemption. It’s a pretty big deal for MAS (JSE: MSP) to be taking this route though, given how much work has gone into managing the refinancing risk for the company. MAS is willing to redeem €120 million of the outstanding principal amount of €172 million on the notes due 2026.
KAL Group (JSE: KAL) announced the disposal of Tego Plastics as part of the broader plan to simplify the group and focus on other businesses. KAL Group will remain a customer of Tego going forwards. The announcement doesn’t mention the buyer or the purchase price, as the deal is so small that this is only a voluntary announcement rather than a categorisable transaction.
Hulamin (JSE: HLM) has renewed the cautionary announcement regarding the potential disposal of Hulamin Extrusions. This are still in discussions regarding this possible transaction and nothing is certain at this stage.
There’s more progress at Orion Minerals (JSE: ORN) in the wake of the company signing an all-important non-binding term sheet with Glencore (JSE: GLN) for funding and offtake to support the Prieska project. Orion has appointed an experienced project director as part of the plan to achieve first concentrate production from the Uppers at Prieska by Christmas 2026.
Southern Palladium (JSE: SDL) has experienced a sudden jump in its share price, leading to a price query letter from the Australian Stock Exchange. The company had to confirm that there is no non-public information that could explain the move, with the Australian regulators obviously concerned that something important may have leaked.
Breede Coalitions (Pty) Ltd, a vehicle spearheaded by activist investor Albie Cilliers, now has a stake of 15.04% in RMB Holdings (JSE: RMH). There’s certainly value to be extracted there, but getting it out is anything but easy because of the nature and structure of the underlying property holdings.
AYO Technology (JSE: AYO) announced that shareholders strongly supported the resolution related to the offer by Sekunjalo and its concert parties of 52 cents per share. AYO is therefore headed for the exit from the JSE.
If you’re an ESG enthusiast, you might enjoy the latest “governance roadshow” presentation by Exxaro (JSE: EXX). It includes all the typical ESG stuff, along with slides on executive remuneration. You can find it here.
Penny stock Visual International (JSE: VIS) was in the news recently for a potential share subscription that implies a much higher value than the company is currently trading at. In the meantime, the company has released results for the six months to August 2025. It’s an extremely scrappy story, with going concern commentary that is almost as long as the rest of the director commentary! Property development is very difficult with an insufficient balance sheet, as funding or project delays can very quickly hurt a company or even sink it. Visual is currently seen as a going concern, but one of the reasons is that the remaining creditors are “close to the group” and continue to support it. The business has a small asset base of properties and very little cash. Perhaps the planned capital raising activity will breathe some life into this one. But when the website gave a 404 error when I tried to access it, you know it’s bad.
Note: Ghost Bites is my journal of each day’s news on SENS. It reflects my own opinions and analysis and should only be one part of your research process. Nothing you read here is financial advice. E&OE.Disclaimer.
This article is brought to you by Forvis Mazars in South Africa and features insights from Wiehann Olivier, Partner and Fintech, Digital Assets & Private Equity Lead.You can connect with Wiehann on LinkedIn hereand learn more about his services at Forvis Mazars in South Africa here.
On 15 September 2025, the South African Revenue Service (SARS) released the draft Crypto-Asset Reporting Framework (CARF) regulations for public comment, marking a significant step in aligning South Africa with the global push for transparency in crypto-asset transactions.
The deadline for public comment is 3 October 2025, giving stakeholders limited time to engage with the draft and prepare for its implications.
The Organisation for Economic Co-operation and Development (OECD) developed CARF to address the growing use of crypto-assets in cross-border transactions and prevent tax evasion.
“South Africa’s adoption of this framework signals its commitment to international standards in financial transparency and digital asset regulation,” asserts Wiehann Olivier, a Partner and FinTech & Digital Assets Lead at Forvis Mazars in South Africa.
“This development will reshape the operational, compliance, and strategic priorities of Crypto-Asset Service Providers (CASPs), while also ushering in a new era of accountability for taxpayers.”
CASPs: From Innovation to Regulation
The draft regulations place CASPs at the centre of the compliance framework. These entities, which include exchanges, brokers, and wallet providers, will be required to collect and report detailed information on crypto transactions, including acquisitions, disposals, transfers, and valuations.
“The scope is broad, covering not only traditional cryptocurrencies but also stablecoins and certain NFTs,” explains Olivier.
While CASPs already operate under Financial Intelligence Centre (FIC) obligations and FATF Travel Rule standards, CARF introduces additional tax-specific due diligence requirements. These include verifying tax residency and identifying reportable persons under the OECD framework.
“CASPs will need to ensure their systems can support both regulatory and tax reporting obligations in parallel. The reputational and financial risks of non-compliance are significant,” continues Olivier.
“SARS has made it clear that failure to meet reporting obligations will result in penalties and enforcement actions under the Tax Administration Act. CASPs that do not adapt may face market exclusion or consolidation.”
Taxpayers: No More Grey Areas
For taxpayers, the CARF regulations eliminate the ambiguity that has long surrounded crypto taxation.
“With SARS set to receive granular transaction-level data, under-declaration and omission will become increasingly risky,” warns Olivier.
“Taxpayers, especially those with significant crypto holdings, must now ensure that their records are accurate, complete, and defensible. This includes reconciling historical transactions, calculating gains, and understanding the tax implications of staking, lending, and other crypto activities.
The days of informal recordkeeping and selective disclosure are over. Crypto-assets must now be treated with the same level of diligence as traditional financial instruments.”
In cases where taxpayers have omitted crypto-related income from previous tax returns, SARS’ Voluntary Disclosure Programme (VDP) offers a structured and legally protected route to regularise their affairs.
“The VDP allows individuals and entities to disclose previously undeclared income voluntarily, potentially avoiding hefty penalties and criminal prosecution. Forvis Mazars encourages taxpayers who may be affected to consider this route before SARS begins enforcement based on CARF data,” explains Olivier.
A Cultural Shift in Tax Compliance
Beyond the technical requirements, CARF represents a cultural shift in how digital assets are perceived.
“Crypto is no longer a fringe asset class. It is now subject to the same scrutiny as traditional financial instruments,” asserts Olivier.
“This shift will influence investor behaviour, platform design, and product innovation. We expect to see increased demand for tax-efficient crypto investment structures, formalised reporting and better integration between crypto platforms and traditional financial institutions.”
A New Chapter in Crypto Governance
According to Olivier, the draft CARF regulations released by SARS are more than a compliance requirement.
“They are a catalyst for modernisation, transparency, and trust in the crypto ecosystem. For CASPs, taxpayers, and regulators, this is a defining moment. South Africa is stepping into the global spotlight on crypto governance. The question now is not whether stakeholders will comply, but how quickly and effectively they will adapt,” he concludes.
La Centrale is a leading motor classifieds platform in France
“La Centrale strengthens our lifestyle ecommerce ecosystem in Europe and highlights our commitment to invest in the people and platforms shaping the future of ecommerce in the region. La Centrale will expand our footprint into one of Europe’s most dynamic technology markets and unlock new opportunities to innovate, scale and deliver even greater value to consumers and partners through AI. I expect to invest more in AI technology in France.”
Fabricio Bloisi, CEO of Prosus
OLX Group (“OLX”), a global online classifieds leader wholly-owned by Prosus, announced it has entered into an agreement to acquire La Centrale, a leading French autos classifieds platform, from Providence Equity Partners L.L.C. for EUR1.1 billion. Closing is expected by year-end, subject to a customary employee consultation process.
OLX operates fast-growing and highly profitable online marketplaces for motors, real estate, jobs and goods, with 29 million monthly users in eight countries, primarily in Central and Eastern Europe. The acquisition marks OLX’s entry into Western Europe and France’s structurally attractive autos market.
La Centrale is recognised as France’s most specialised autos platform, with strength in higher-value vehicles and deep trust among sellers and consumers.
The transaction combines two proven leaders in classifieds, strengthening OLX’s European autos portfolio in a compelling and attractive market while bringing on a strong leadership team to help build Prosus’s ambition to become the leading European ecommerce ecosystem.
The Case for OLX + La Centrale
Strengthens OLX’s European motors portfolio: La Centrale is a leading French vertical motors classifieds platform with strong brand recognition and scale (c.4.5 million monthly unique visitors and ~350k listings), which complements OLX’s leading motors portfolio in Central and Eastern Europe, comprising 4 brands spanning 5 markets.
A compelling market opportunity: The French car market is healthy and resilient, with solid growth potential in the dealer segment. The ongoing shift of the used cars market towards professional sellers presents significant upside as the dealership landscape matures and consolidates. Professional dealers currently account for ~36% of used car sales, compared with ~70% in Germany, and the average value per dealer transaction sits below European benchmarks. At the same time, margins on new cars are tightening, EV adoption is reshaping supply, and consumers are increasingly turning to trusted digital platforms for transparency and choice. Classifieds platforms like La Centrale are well-positioned to capture this opportunity by connecting professional sellers with a growing pool of value-conscious buyers.
Backs a strong leadership team: La Centrale’s leadership has revitalised the brand in recent years. It has undergone a successful restructuring, strengthening its technology, user experience and overall market position, closing ground with its competitors. This led to an improved financial performance, with classifieds revenues growing at a 12% CAGR.
Enhances Prosus’s European ecosystem strategy: Prosus is building the leading European technology ecosystem, which will lead in consumer platforms and AI. Our ecosystem approach will drive user engagement and customer loyalty, strengthen AI capabilities, and help to optimise costs for our businesses. Prosus’s investment in AI is already reinventing ecommerce, from intelligent dispatching to hyper-personalised ordering, and we’re building Large Commerce Models – AI systems, which are the new operating systems for ecommerce. Following on the heels of Prosus’s planned acquisition of Just Eat Takeaway.com, La Centrale further strengthens Prosus’s European ambition.
Prosus values the Ghost Mail reader base and has thus included the entire announcement below for ease of reference. You can also get more information here.
Africa Bitcoin Corporation is now also raising money for their credit fund (JSE: BAC | JSE: BACC)
These are small numbers in the context of the greater market, but it will be an interesting test of investor appetite for the new name and strategy
Africa Bitcoin Corporation – previously Altvest – has received approval for a secondary listing of the ordinary shares and the preferred C ordinary shares on the Namibian Stock Exchange. This is important, as it means that capital raising activities are being extended to Namibian investors as well.
The company is currently busy with a raise of up to R11 million at holding company level, with a closing date for the equity raise of 23 October. We knew about this raise already as part of the announcement of the change of name and strategy.
The new news is a Class C capital raise of up to R20 million. Those who follow the company will know that Class C shares refer to the Altvest Credit Opportunities Fund (ACOF), by far the most scalable business they currently have. If the capital raise goes ahead to the full extent, Class C shareholders will increase their stake from 27% to 35% in ACOF and Altvest as the holding company will dilute its stake from 73% to 65%.
I must note that although ACOF is a scalable business, the value of net assets was R38.8 million as at February 2025 and the loss after tax was R12.6 million. These numbers are outdated by several months and it’s always better to raise equity using fresh numbers, as it’s very hard to know how ACOF has performed over the past 6 months or so.
Although volumes remain very thin, the recent change of name from Altvest to Africa Bitcoin Corporation certainly got some attention in the market, with the share price up more than 40% since early August when there was little or no activity in the stock.
Finbond is acquiring a controlling stake in Benefits Bouquet (JSE: FGL)
This is a good example of a company that does what it says on the tin
Benefits Bouquet is a South African business that provides (you guessed it) a range of benefits to consumers, with everything from discount coupons through to legal advisory services, trauma and HIV support and funeral assistance. It therefore sounds like a plug-and-play for a financial services group like Finbond, with the obvious synergy of being able to bundle the benefits with financial products.
Importantly for where Finbond currently is in its lifecycle, Benefits Bouquet is profitable and ready to wash its own face from day 1. The company generated total profit after tax of R24.6 million in the six months to August. The announcement doesn’t give an indication of seasonality, so we have to make the simplifying assumption that the business makes close to R50 million over 12 months.
Finbond is buying a 74% stake for R116 million, which implies a total value of R157 million. The business has therefore been valued on a P/E multiple of just over 3x for a controlling stake, which feels very low and makes me question whether the recent profitability is maintainable and can indeed be doubled to get to an annual view. The net asset value (NAV) is R227 million, so the purchase price also implies a substantial discount to NAV.
The deal will be done in two tranches, with R78.6 million payable almost immediately for the first 50% and R37.7 million payable when the other 24% changes changes in September 2026. In other words, they’ve locked in part of the price a year ahead, so it looks even cheaper when you adjust for that.
Either there’s much more than meets the eye here, or Finbond has done a smart deal. Without more detail on the financial performance of the target company, it’s hard to know for sure.
Gemfields reports the full extent of its troubles (JSE: GML)
A loss at EBITDA level is not what you want to see
Gemfields has been having a tough time out there. The company has a difficult business to run, with great uncertainty around the quality of rubies and emeralds that come out the ground and what they might be worth at auctions. This makes revenue even trickier to predict than for most mining groups, yet Gemfields faces similar capex pressures to mining companies that take more dependable resources out of the ground. A further layer in this risk cake comes in the form of geopolitical risk in Mozambique and Zambia, ranging from tax changes through to regional violence.
TL;DR: this isn’t a glamorous or easy business, despite how pretty the products are.
Management at Gemfields seems to have accepted that they ran the balance sheet too hot in recent years, culminating in the need to ask shareholders for money. In the chairman’s statement for the six months to June 2025, Gemfields acknowledges that they paid high dividends between 2022 and 2024 relative to the capex treadmill they were on. I think that’s a sign that things will be run more conservatively going forwards in terms of cash returns to shareholders, despite the worst of the capex programme now being behind them.
They certainly can’t allow the balance sheet to break again, as they’ve now played the rights issue card and it will be much harder to do it again. They’ve also found a buyer for Fabergé for $50 million, taking an economically unattractive asset off their balance sheet and giving them more headroom.
But if things don’t improve in the business, then a further deterioration in the balance sheet is exactly what will happen. There are good reasons why this was an awful period, ranging from government silliness in Zambia through to major capex programmes in Mozambique. Still, revenue fell by a nasty 47% and EBITDA swung from a profit of $50 million to a loss of $4.9 million. Free cash flow was negative, coming in at -$22 million as net debt ballooned to $61.2 million from $44.4 million. These numbers are horrendous before we even consider them on a per-share basis in the wake of the $32.3 million rights issue (forex movements gave them a helping hand there, as the rights issue was expected to be $30 million). The Fabergé disposal proceeds will make a big difference to the net debt number.
It’s all about the second half of the year. One thing we know for sure is that it cannot look anything like the first half, otherwise Gemfields will be headed for disaster.
Heriot REIT’s growth is very high, but you need to adjust for the Thibault acquisition (JSE: HET)
You always have to be careful when there have been major deals
When a company makes a major acquisition, looking at total growth gives a skewed answer in terms of how the business is performing. There’s a simple reason for this: depending on the timing of the deal, recent earnings (including the acquired asset) aren’t directly comparable to prior period earnings (excluding the asset).
In the case of Heriot REIT, the timing of the recent deal is such that we are dealing with maximum skew here. The Thibault acquisition took place on 28 June 2024, so it was in the prior period for literally a couple of days before being included in full in the latest period. This explains why Heriot has reported huge growth numbers, like a 26.1% increase in distributable earnings.
Of the R389.2 million in distributable earnings, R61.9 million was from Thibault. If you strip that out entirely and then compare distributable earnings to the base period, you find growth of 6%. But before you latch onto that number, it’s important to know that there are other distortions, including the investment in Safari Investments (JSE: SAR). Safari changed its year-end in the prior period, so the current period is comparing 12 months of earnings to 15 months of earnings.
Instead of focusing on the year-on-year moves, it’s probably better to just consider the NAV per share of R17.53 vs. the share price of R16.00, reflecting one of the smaller discounts to NAV in the sector. The distribution per share was 121.91 cents, so the stock is trading on a yield of 7.6%.
But here’s the catch: the word “trading” is working very hard here, as there’s almost no trade in this stock. I’ve just included it in this section as an important reminder to always look at the impact of acquisitions on year-on-year growth. This is especially true when the growth numbers look odd to you, or very different to sector peers.
Prosus announces an acquisition in France (JSE: PRX | JSE: NPN)
The company isn’t shy to invest in Western Europe, with a strategy of using AI to enhance growth
When it comes to technology, the US is seen as the centre of the Western world. This is where the big innovations have come from in recent years, with Europe lagging horribly behind. Despite this, Prosus (and thus Naspers) has positioned itself as a technology giant outside of the US, with exposure to both emerging markets and Europe. Goodness knows that Europe isn’t a bastion of growth right now, but the company reckons that the use of AI in its platform businesses can change that.
The latest example is the acquisition of 100% of La Centrale for €1.1 billion, a deal that Prosus will execute through its OLX platform. La Centrale is a French motor classifieds platform, which immediately tells you that (1) there’s a lot of data here, and (2) better use of that data could increase engagement and thus value. Sounds like the typical Prosus strategy, doesn’t it?
This deal is OLX’s entry into Western Europe. OLX is accustomed to higher growth markets in Central and Eastern Europe, so this will be an adjustment for them. One of the important drivers of growth is the opportunity to increase the portion of car sales in France that involve a dealer, as it looks like the French market has a much higher proportion of private sales than countries like Germany. It therefore seems that La Centrale is closer in spirit to a business like AutoTrader in South Africa, where most of the cars for sale are listed by dealers.
The seller is Providence Equity Partners, so the asset has already been through a journey of professional ownership. This is important, as it irons out some of the issues that face founder-owned businesses when they try and integrate into a corporate.
Prosus values the Ghost Mail audience and has included the detailed announcement here, including their strategic rationale.
Texton’s results reflect the simplification of its exposure (JSE: TEX)
This means the movement in NAV per share is more nuancedthan usual
Texton Property Fund hasn’t been shy to hold an unusual portfolio of assets. They’ve played around with exposure to US property funds and in the end it seems like they achieved a decent outcome, even though I have a fundamental issue with corporate management teams acting like asset managers. The job of a corporate management team is to allocate capital in places that investors can’t access in any other way, like in direct properties or in controlling stakes offshore, not just units in an offshore fund.
Perhaps the message eventually landed, as Texton has taken steps to sell non-core properties and even the BREIT and SREIT units (the offshore property funds). This is why we’ve seen significant returns of contributed tax capital in addition to dividends. The move in the net asset value per share of 8% and even in distributable earnings or 7.6% has been impacted by these simplification decisions.
Frustratingly, the management commentary refers to “like-for-like” performance in South Africa being flat, despite property sales. The whole point of giving like-for-like commentary is that it should adjust for any portfolio changes!
The net asset value per share is 574.61 cents and Texton is currently trading at R3.00, so there’s a substantial discount there. The right thing to do in my view would be share buybacks to help close the gap.
A trust, of which a director of Valterra Platinum (JSE: VAL) is a beneficiary, has sold shares in the company worth R420k.
Oopsies do happen in the market – a director of Southern Palladium (JSE: SDL) placed a share order in September during a closed period. Although he quickly tried to cancel the orders, a small trade worth just over R1k went through. Of course, the bigger concern is how a director was blissfully unaware of the closed period rule. The company will need to get tighter on this.
Gold Fields (JSE: GFI) announced that the deal to acquire Gold Road Resources has met all conditions, with the shareholders of the target approving the scheme. After adjustments, the final deal value is roughly A$3.3 billion. The enterprise value (which adjusts for the cash in the business and therefore focuses only on the operations) is $2.6 billion. Part of the transaction sees Gold Fields acquire a stake in Northern Star Resources, with a deal already done with JPMorgan to sell that stake for A$1.1 billion. Those proceeds will be applied towards the acquisition bridge facility. In other words, the deal included an asset they don’t actually want to own, hence they’ve locked in a sale of that asset and taken some pressure off the debt required for the total purchase price.
SAB Zenzele Kabili (JSE: SZK) released earnings for the six months to June 2025. They are incredibly volatile because of the leveraged underlying exposure to listed shares in AB InBev (JSE: ANH). This is how earnings can swing to a profit of R1.1 billion in the latest period vs. a loss of R690 million in the comparable period! The dividend is up 32% and the net asset value (NAV) per share increased by 8% to R77.05. The share price is languishing at a substantial discount to NAV, trading at R35.93.
Southern Palladium (JSE: SDL) is firmly in exploration phase, so the financials reflect the typical losses that you’ll see in junior mining. For the year ended June 2025, the headline loss per share was A$0.053, worse than A$0.075 in the comparable period. The cash balance is up to A$9.9 million thanks to A$8 million in equity that was raised during the year.
Wesizwe Platinum (JSE: WEZ) is very behind on its financials, hence the stock is suspended from trading. They’ve now released a trading statement dealing with the year ended December 2024 (yes, 2024) in which they’ve flagged a headline loss per share of between 12.78 cents and 12.94 cents, which is much worse than the headline loss in the comparable period of 1.55 cents. Ouch.
In a small related parties transaction, RCL Foods (JSE: RCL) has agreed to extend the management services agreement with Siqalo Foods. This is a related party matter as Remgro (JSE: REM) is the common denominator here. The contract has been extended until 31 October 2027, with Siqalo paying RCL Foods R188 million per financial year for services across various operating functions. BDO Corporate Finance was asked to assess the contract for fairness and they have opined that it is fair.
Cilo Cybin Holdings (JSE: CCC) is successfully transitioning to the General Segment of the JSE Main Board. This is the regulatory framework that a number of smaller companies recently chose to use when it was launched, as it creates a somewhat less onerous compliance environment for listed companies.
Labat Africa (JSE: LAB) has elected to change its auditors based on the difficulties in meeting the required reporting timelines. This is the challenge when moving beyond the leading firms in the market (there are really only a handful of them), as smaller firms can struggle to meet the needs of listed companies. Labat is sticking with smaller firms though, giving P Mapfumo Accountants and Auditors a try as the new auditors.
Note: Ghost Bites is my journal of each day’s news on SENS. It reflects my own opinions and analysis and should only be one part of your research process. Nothing you read here is financial advice. E&OE.Disclaimer.
We use cookies on our website to give you the most relevant experience by remembering your preferences and repeat visits. By clicking “Accept All”, you consent to the use of ALL the cookies. However, you may visit "Cookie Settings" to provide a controlled consent.
This website uses cookies to improve your experience while you navigate through the website. Out of these, the cookies that are categorized as necessary are stored on your browser as they are essential for the working of basic functionalities of the website. We also use third-party cookies that help us analyze and understand how you use this website. These cookies will be stored in your browser only with your consent. You also have the option to opt-out of these cookies. But opting out of some of these cookies may affect your browsing experience.
Necessary cookies are absolutely essential for the website to function properly. These cookies ensure basic functionalities and security features of the website, anonymously.
Cookie
Duration
Description
cookielawinfo-checkbox-analytics
11 months
This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Analytics".
cookielawinfo-checkbox-functional
11 months
The cookie is set by GDPR cookie consent to record the user consent for the cookies in the category "Functional".
cookielawinfo-checkbox-necessary
11 months
This cookie is set by GDPR Cookie Consent plugin. The cookies is used to store the user consent for the cookies in the category "Necessary".
cookielawinfo-checkbox-others
11 months
This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Other.
cookielawinfo-checkbox-performance
11 months
This cookie is set by GDPR Cookie Consent plugin. The cookie is used to store the user consent for the cookies in the category "Performance".
viewed_cookie_policy
11 months
The cookie is set by the GDPR Cookie Consent plugin and is used to store whether or not user has consented to the use of cookies. It does not store any personal data.
Functional cookies help to perform certain functionalities like sharing the content of the website on social media platforms, collect feedbacks, and other third-party features.
Performance cookies are used to understand and analyze the key performance indexes of the website which helps in delivering a better user experience for the visitors.
Analytical cookies are used to understand how visitors interact with the website. These cookies help provide information on metrics the number of visitors, bounce rate, traffic source, etc.
Advertisement cookies are used to provide visitors with relevant ads and marketing campaigns. These cookies track visitors across websites and collect information to provide customized ads.
