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Ghost Stories #65: Altvest unplugged – a no-limits conversation with Warren Wheatley

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With edgy branding and a highly unusual approach in South Africa of building from the ground up in public (i.e. while listed on the JSE), Altvest is playing life on hard mode. CEO and founder Warren Wheatley knows this, yet he remains steadfast in his belief about what they are building.

With no shortage of critics (and a few negative clickbaity articles in the press along the way), Warren approached me to have a no-holds-barred conversation with him about literally anything that I felt was pertinent to Altvest investors. I also canvassed my followers on platforms like X to get a sense of the questions they wanted me to ask.

The result? Over an hour of hard-hitting discussion on topics ranging from the branding strategy and underlying assets in Altvest through to the concerns in the market around remuneration and the related party transactions. As balanced and authentic discussions go, you won’t find better than this.

As always, the Ghost Mail platform is here to help you form your own view about what’s out there in the market. Listen to this podcast and decide for yourself whether Warren and the Altvest team will make this a success or suffer a failure. Remember to speak to your financial advisor, as nothing you hear on the Ghost Stories podcast should be seen as advice.

Altvest Capital is a juristic representative of Altvest Wealth, FSP number 45810.

Read the transcript:

The Finance Ghost: Welcome to this episode of the Ghost Stories podcast. And I always say that my podcasts are going to be interesting, and of course I certainly believe that they will be. But this one I think is particularly juicy and it features Warren Wheatley, the founder and CEO of Altvest.

Warren reached out to me to have what he described to me as a “no holds barred discussion” about what has been built at Altvest, what is being built at Altvest – and of course that’s an opportunity that I couldn’t say no to because it is such an interesting group. It has had quite a lot of attention in the media, both positive and negative at times. And I think this is a great opportunity for the audience to just listen to Warren talk through the top-of-mind issues that I’ve seen come up pretty consistently on platforms like X, certainly when people have contacted me directly about the company, etc.

So I just want to get some disclosure stuff out the way, Warren, and then I’ll say hello to you formally. So first off, I just want to make it clear that I do not own any shares in Altvest, either ordinary or preferred. I have no business relationship with Altvest beyond literally this podcast. Altvest has paid the standard market fee for my time in preparing, recording and distributing this podcast, so no special deals here or anything of the sort.

And as I say, the specific mandate was: no holds barred, ask the tough questions.

So I think to start with, well done to you, Warren, for being willing to do this, because there’s not a lot of listed company execs who are willing to do this kind of thing. Much respect for that and I’m certainly looking forward to this conversation with you, so welcome.

Warren Wheatley: Cool. Thanks, Ghost. Let’s see if we can change that shareholder status of yours by the end of this.

The Finance Ghost: There we go. Yeah, let’s see what we can do. And even if we can’t do that, let’s at least learn more about Altvest. I think that’s a great goal for this show.

So the first few questions are going to be focused on getting a better understanding of basically what it is you have built and why you’ve built it this way. And then some of the questions later on will deal with remuneration, related parties – this is some stuff that has come up in the media, so we’re not going to shy away from dealing with that.

But let’s start with understanding more about what you’ve built. And I’ve got to say, you are someone who clearly likes to play life on hard mode a little bit, because I think liquidity in the South African listed space is pretty notoriously bad, right, for investment holding companies, and especially small ones. And then investment holding companies trade at a discount on the JSE as well. So you’re kind of sitting in that Venn diagram. And on top of that, your structure is quite complex, right? You’ve got ords, you’ve got prefs. It almost feels like you saw a hornet’s nest and kind of ran towards it. Why did you not just build this in the private space? What made you come and do this in public? For want of a better description.

Warren Wheatley: So what are we trying to do is create an alternative ecosystem where SMEs can access capital, right? And for that to be successful, a spotlight needs to be shone on the problem, but moreover on the solution, right? And so this isn’t something I could do covertly, or at least I don’t think so. And I needed people, not just in South Africa, but internationally, to understand what we were trying to do and why we were trying to do it.

And the reason is simple, right? South Africans largely are still systematically excluded from large parts of our economy. Like guys like EasyEquities have solved big parts of that problem with fractionalised share ownership.
Venture capital, private equity, private credit, property – it’s still largely out of the realm of possibility for most South Africans, right?

The flip side of that is that you’ve got SMEs which just aren’t able to access affordable credit. Now, I’ve chosen those words carefully. If you Google SME funding options, you’ll get a plethora of opportunities. I’m not going to name any of my competitors, but there’s literally hundreds of them, right? And you can go online. Some will pay you out in three hours, others in 72 hours, some 70 seconds. There’s a whole whack of options. What they won’t give you is affordable funding, and that’s what we try to solve.

And a lot of our complexity was required to deal with that nuance. If you’re comfortable paying 36% per annum, go for the option of getting a loan paid out in three hours or 24 hours. You can get that done. But our nuance, our complexity and the sophistication of the capital structure was required to deliver an affordable lending product.

The Finance Ghost: Thanks, Warren. So that does give an indication. My sense of it is there’s a lot of ambition there. There’s definitely a desire to build something of scale, something substantial, and something with a lot of different elements to it for better or worse, not an easy thing you’ve embarked on, as I said, a little bit of playing life on hard mode. But it’s not easy to build things, I will absolutely say that.

If we just go back to 2022 – and this is the second question I wanted to ask you – why did you start on the Cape Town Stock Exchange? Do you regret that? Do you wish you had just gone straight to the AltX? It seems like what happened there might have maybe set you back a bit, maybe some unnecessary costs as well?

Warren Wheatley: So I don’t think I have any regrets, right? I’ve made mistakes, lots, miscalculations, missteps. The CTSE I don’t regret. Not at all. In the first instance, we were – our goals were congruent. They wanted to be a marketplace for SME development and we wanted to be a vehicle for SME development. So it was a natural fit.

It also felt like a safer space. For whatever reason, the JSE just seemed intimidating at the time and the CTSE seemed like a safer space to venture into. And so no regrets. And you know, honestly speaking, our liquidity, we enjoyed on the – I use the word enjoyed, of course, loosely – that we enjoyed on the CTSE is very similar to what we enjoy on the Johannesburg Stock Exchange.

The Finance Ghost: “Enjoyed” being the same way the Italians enjoyed playing rugby against the Springboks recently. That kind of “enjoyed”!

Warren Wheatley: Precisely! Yeah, that’s a good way to think about it. So no regrets. The CTSE has its place.

You know, there’s an ecosystem that needs to develop around this infrastructure. It is happening. It’s happening very slowly. And these ecosystems do take years to develop. And so I think each place has its – each bourse has its place in the country. They serve different purposes and I think both need the support of the markets. So no regrets at all.

The Finance Ghost: And seeing each step as a learning journey – again, it’s quite easy when people haven’t built something, they always – you can always look from the outside in and you can always look with the benefit of hindsight and say, oh, that didn’t work. It is harder when you’re building. I mean, I’ve experienced that myself, so I am partial towards entrepreneurial founders who are trying to do something different. If we all had hindsight, no one would ever make any mistakes, right? Or perfect hindsight.

And speaking of perfect hindsight, and maybe this is something else where I feel like it’s something you’ve continued to lean into actually, as opposed to saying maybe we need to tone it down. And that’s very much your edgy, quite loud I guess, overall branding, I mean, it’s completely different to anything else that’s listed on the market. Lots of use of kind of retro, almost comic-type stuff. And I’m obviously a bit partial to that given that I use a cartoon purple ghost. I’m a fan of doing stuff that stands out and is a little bit different. Definitely.

But do you think that has possibly opened you up to more scrutiny? Has there almost been a dark side to that where you kind of went with the billboards? You’ve done a lot of quite alternative marketing. I’ve seen adverts in magazines that were referenced in your annual report for your Orient Opportunities Fund. In magazines you might not expect to see that kind of thing like Getaway, etc.

The criticism I guess would be is, are you seeing enough ROI from that or would you go back and change it?

Warren Wheatley: From a marketing perspective, we’ve made mistakes as well. I think the first mistake, I must admit, is that we mistook brashness for boldness initially. I think we fixed that and I think we’re more approachable now – as loud, but with a softer nuance behind it, right? The brashness almost seemed like we were coming up against everyone and everyone was establishment and Altvest was anti-establishment. I think we’ve sort of fixed that.

From a marketing perspective, I don’t know what works and I don’t know what doesn’t work. What I do know is that I’ve got to try different things and I’ve got to keep trying different things and keep moving the puck around the table.

And so we advertised in Rooi Rose. We advertised in – because why shouldn’t Mrs. Viljoen from Potchefstroom be able to buy shares in Altvest? Why shouldn’t she know about it? We advertised in Getaway because on your first trip to Hong Kong, why should you not think about Altvest having a presence there or Altvest giving you asset exposure to there? And so we look at the world very differently when it comes to marketing. The days of just doing Financial Mail or Business Day or whatever the case is – I’m not sure if that works.

I don’t have models to look at. I don’t have examples to think about or recipes to follow. So we’re charting our own path and I’ve got to try different things.

The colour is there for a very specific reason, so that it pops out. You know, you start noticing how littered Johannesburg is with outdoor advertising the moment you put one up. And our colours, the comics, I think it gave some kind of relief to viewers because it was that different. It was that engaging and it drew your attention. I hope sincerely it didn’t cause any accidents or anything like that, but it certainly worked.

As far as exposure is concerned, I don’t want to sound cliched, but there doesn’t seem to be such a thing as bad exposure. We want people to be talking about our brand. We want people to be talking about the opportunities, and we want people to be debating the merits of what we’re doing around the dinner table. And if I can achieve that, if it’s your Uncle Sarel who read about it in SA Rugby talking about it to Mrs. Viljoen who read about it in Rooi Rose, then so be it.

I don’t know how to measure ROI from media. If we measure it whether there was an increase in liquidity, then I guess no. Is there increase in Twitter activity or X activity? Yes. My Facebook stories get watched a lot more. So, you know, there’s another green tick. But it’s hard.

It also doesn’t all happen at once. It’s a cumulative, accretive process and I guess I’d only know the outcome of it in months or years, or never. I don’t know.

The Finance Ghost: I think that’s very fair. So I think what you’re building is basically a B2C play more than a traditional kind of B2B play. And that means you’re trying to attract a lot of different investors to come into the system. And that is expensive from a marketing perspective. It is much harder in terms of marketing spend than trying to go and attract a small number of major institutions. And I think your point around some of the brashness versus edginess I think is well made and I think it’s good that you can acknowledge that. I agree with it, for what it’s worth. I do think that it was off-putting for a lot of more serious investors.

I think at one point I wrote a piece for the Financial Mail about Altvest and I think in there – and I know you read it and liked it and appreciated what I put in there and how balanced it was – and one of the points I made was the original branding was at risk of appealing to people who were looking for entertainment perhaps more than a serious investment. And those people unfortunately are on average not going to open their wallets and put in a lot of money, which at the end of the day is what you actually need long-term. So I do think there’s been some maturation in what you’re doing, which is good.

And again, maybe I’m biased in that regard, but when it comes to colour, when it comes to the use of unusual branding, I mean clearly I’m a fan obviously because of how I’ve done The Finance Ghost to try and stand out in a sector that is just filled with very serious publications. The content is serious, it doesn’t always mean the branding needs to be as serious or at least as old fashioned. And it seems you certainly subscribe to that as well.

Warren Wheatley: Yeah, so Ghost, you’re one of the models I look at closely where you can inject a little bit of fun into a serious topic. EasyEquities is another one. I don’t subscribe to the type of stuff that a lot of our big competitors do. But you know, they may have found their niche, showing a happy family, thrilled about life because they’ve bought X insurance company’s lifelong annuity and that kind of stuff. They’re happy families, old people on the beach enjoying retirement. That’s not us. We want to show the gritty, colourful side of life and that’s more the approach we take.

The Finance Ghost: Yeah, I like it. So I think let’s move on from the branding. That’s a nice point that we’ve covered off now.

I want to talk about a couple of the assets you already have in the system, specifically where you started. So the first two are Umganu Lodge and Bambanani. So that’s your A and your B prefs, respectively.

Now from what I read in your recent financials, the latter seems to be really struggling at the moment – that’s Bambanani. Significant losses in each of the past two years. Actually a real pity because as a dad of young kids it feels like it’s a good concept. It is what it is.

Umganu Lodge seems to have made a small loss in each of the past two years, so I guess critics could argue that it’s a bit of a gimmicky asset. There doesn’t really seem to be any yield on it, even though it had a big fair value uptick in the last year.

I guess the question really is, what do you think the contagion risk is for the whole thing you’re building if one or both of those assets turns out to be a major disappointment, where people actually lose money, heaven forbid one of them actually goes to zero. This stuff happens. That’s the reality with SMEs, right? They don’t always work.

So how have you thought about that contagion risk across what you’re building if one of the Altvest-backed assets falls over?

Warren Wheatley: Let me quickly address the two assets first and then I’ll get to the contagion part of it.

So Umganu was – it’s a piece of property, prime property, along the Sabi River. It enjoys one of the best attributes an asset can have – and we’ll cover this more when we get to Bitcoin – but that characteristic is scarcity. It is scarce to be able to buy land on the border of the Kruger National Park, even more so along the Sabi River. This was never going to be a Holiday Inn or City Lodge. The place needs time to breathe, it needs time for maintenance. But when we get guests in, we properly turn revenue, right?

So where people are going to make money on this type of asset, and this is deliberate, by the way, is on the capital gains of the asset. And we’ve delivered that. The thesis has played out. We acquired the asset at a valuation of R30 million.

Late November last year – I’m talking November 2024 – there was a transaction that Altvest was invited to where transactions or shares in the lodge were sold at a valuation of R46 million. So that’s an increase of 53% from two and a half years ago. We’ve delivered way more than even our most positive projections were in our material sent to investors.

So this isn’t going to pay an 8% dividend. It’s not going to even pay a 2% dividend. What it’s going to do is give you a very big capital gain when we eventually sell the lodge to some German tourists who can’t find a lodge anywhere else in Africa, and wants one on the Sabi River. So that’s Umganu. It’s done exactly what we said it would do. So what it says on the tin, it’s done exactly. And you can go back onto our website and download our first investor materials. We said exactly that – that there’d be no cash yield, but what we do expect is the capital value of this asset to appreciate and to appreciate significantly.

Why didn’t I take an opportunity to take some profits in November? Number one is I visit there often, partly because my kids are safari nuts, but also to keep an eye on the asset. And what’s happening in that area is incredible. You’ve got airports that are developing direct flights from Germany and Russia and those kinds of things. You’ve got developments that are sprouting up all over the place. The estate that Umganu is housed in is building a world class hotel with padel courts, spa facilities, tennis courts, swimming pools, you name it – it’s going to be the best safari resort on the continent, right? And that is going to push the price of that land up.

The NAV of that went from R1.50 per share to R2.20. That’s what that share should be trading at. And I would urge investors to not sell it for a cent less than R2.20 per share. I think it’s like at R1.30 or something silly like that, at the moment, it’s just ludicrous. Those are the vagaries of the market, I can’t fix that. What I can tell you is that every valuation is hinged to a real-life transaction where professional investors have paid real currency for an asset. And the last trade on Umganu was at R46 million as an asset.

Bambanani, on the face of it, it looks like it’s struggling and it is a difficult business and so it always feels like you’re on a hamster wheel. But since our transaction, we’ve opened a new store in Bedfordview and it’s exceptional. The store is amazing. Families love it, it’s always busy, it’s just too small. We needed double the size, but we were limited by the size of the plot.

We’ve bought and are renovating right now, a children’s theatre and bioscope in Melville. So that’s going to be a place where you can watch all eight Ice Ages back to back, mom can have a cocktail, dad can have a beer and the kids can be put away for six to eight hours, have lunch as a family, have dinner as a family and that kind of thing. It’s also going to revitalise Melville.

And so I guess what I’m saying is operational losses are actually more accurately described as investments into the growth of the business. We’ve established Bamba’s Kitchen, which supplies all of the other stores. We’ve created brands – Bambanani and I’ll potentially send you, if you can accept it, a jar of granola that we make. It’s exceptional. I mean, the ratio of nuts to other stuff is just insane in this jar, right?

The Finance Ghost: The good news is I don’t like granola, so I can accept it, Warren, because it’ll never influence me in either direction. Pizza is a much more dangerous offer than granola, I can tell you.

I am, for what it’s worth – just, on the Bambanani Bedfordview website, it does look fantastic. That’s why I say I want to see it succeed. Because as a dad of young kids, it’s quite rare – I’m not sure about the bioscope for the day personally – but to sort of take the kids to a very family friendly restaurant with a proper play area – Spur is the only gig in town in Cape Town. Joburg has more than that, but it really does – yeah, I mean, it’s important, right.

Warren Wheatley: Not to knock Spur, because they’re the original arbiters of this idea, right? But when you go to Spur, you’re literally throwing your kids into like this cage and they’re fighting bigger kids, they’re fighting viruses, they’re fighting bacteria and it makes them tougher, stronger individuals. Bambanani’s got a softer touch. Yhey’re doing face painting, they’re making pizzas, they’re baking. Yes, there are jungle gyms, there are bigger kids, there are viruses – all those things are there. But it’s a lot more open, friendly and people love it.

Melville’s difficult. Melville’s a lot like Woodstock in Cape Town. It’s this cool, edgy place. Probably not the best place for a family restaurant, but we’ve got deep roots there and deep roots are difficult to untangle and get out. The business has been there 15 years and so it’s part of the Melville architecture, the Melville DNA.

And we are looking at other venues, not to move that one too, but to expand the footprint. Cape Town is top of the list in terms of where else we want to be. Yeah, we’d probably do it Constantia, Hout Bay, somewhere around there.

The Finance Ghost: Cape Town’s begging for it. Bring it to Cape Town!

And maybe if we can then just touch on that contagion point if it doesn’t work. If something goes wrong with Umganu, maybe you don’t get the capital uplift, what does it mean for ACOF? What does it mean for ACOF if the fourth asset comes in and it doesn’t work? There is some contagion risk, right? I mean, that’s my perception.

Warren Wheatley: From an Altvest Capital balance sheet, yes, so for our ordinary shareholders, but for the specific investors into each of the different ideas, none at all. Because they’re ring-fenced. And even in the event of liquidation of Altvest, their assets will be used to satisfy their claims first.

Of course, any particular decision Altvest makes affects Altvest investors. So if that’s what you mean by contagion, then yes, it exists and always will. That’s no different to any other investment holding company. But you know, if Umganu burnt to the ground and we found out we missed four premiums on our insurance policy and it’s gone, yeah, it will hit Altvest, right? As so with any other asset.

The Finance Ghost: Yeah, fair enough. Okay. I think let’s then move on to what I perceive to be the key asset, at least at the moment, and that is your Altvest Credit Opportunities Fund or ACOF. And for me, that is definitely the most interesting thing that you’ve got right now.

Just a couple of key points that I just want to pick out, that I got when I read about it and when I did the research for this and then we’ll talk about it a bit more. So something I picked up is it looks like the debt that’s coming into that thing to fund the book is coming in at approximately prime plus 2%. The fund itself is targeting an internal rate of return, or IRR, of around 26% to 28% for its equity holders. That’s about double the return on equity of large local banks, so quite an ambitious IRR. It’s quite typical for what I’ve seen private equity companies in South Africa or investors aim for many times, but quite rarely achieve, so it is an ambitious target, but it’s a good one.

The valuation sensitivity is quite amazing actually. And again, this is good disclosure in your numbers. So one of the things I picked up in the recent report is the fair value of that fund decreases by R55.7 million for every 1% decrease in loan pricing. Now, I assume that means every 100 basis points decrease in pricing. And for reference, the total fair value as you had it, was R222 million. So that roughly means it would shed about a quarter of its value for every 100 basis points of pricing pressure that came through on the book, so quite vulnerable in terms of the value to macroeconomic changes and more competition in this space. It’s one of those very highly leveraged, sort of thin layer of equity – and if it does well, it does very well, and if it does badly, it can do very badly – one of those typical kind of plays.

And you very much have, I think if I can say, bet the farm on this asset, I think this is the one that has to work. The other two, it would be nice, but this is the one that’s got to work.

Why do you think this has a moat? First question. And I guess just how big can it get? And in the process of getting big, how do you stop it potentially going outside of mandates or chasing assets that maybe aren’t that appealing?

I’ll give you the one example and then I’ll let you answer. I saw in the pipeline of R684 million at the time of your report, there was a reference to an infrastructure project of R120 million that you’d put a proposal in for, which obviously stuck out to me as being very different to investing in a whole bunch of SMEs. When I think of that kind of fund, it kind of sounds like the hairdresser down the road needs some capital and there’s a system to lend to that hairdresser, infrastructure investment, something very different. So why does this thing have a moat? How big can it get and how do you protect it on that journey?

Warren Wheatley: My first response would be that a moat is the fact that the funding gap for SMEs is estimated to be at least R300 billion in the country, right? That’s in South Africa alone. If we expand it to Africa, the number is probably 20 times that. And so there’s more than enough room to play.

What we’ve done though, is that, and I mentioned this earlier, you approach your bank and you ask them for working capital funding, an overdraft, any type of funding from the bank, once they’ve kicked you out of the room, you go into Google and you type in SME funders, right? Your next best bet is a loan provider that’s going to give you a rate – the cheapest, absolute cheapest you’ll get in the market, excluding ACOF, is around 24%. But most cluster around 30% to 36% per annum. And these are done mostly on a monthly basis, so around 3 to 4% per month, right? That’s your next option, if you need money.

The cool thing is you can get it quickly. Some will do it in three hours, others in 24 hours, some in 72 hours. We don’t believe you can assess credit in that amount of time. And those that do aren’t actually assessing credit. They’re pricing the entire book at the same price. So you go there and you get a loan at 36%, you work, you pay it off and you get by.

That’s not what we do. My average loan, and this is on all our documents that we submit and publish on our website, our average rate is between 18% and 19%. We are categorically 40% cheaper than your next best option in the market. And moreover, you will sit with a team of analysts who will work out a plan to make our loan fit into your cash profile, right? And so that’s our moat: our moat is we’re not going to compete on speed of deployment, we’re never going to assess your application in 72 hours, it’s going to take six days or six weeks, and it will take what it takes – but you will get a structured product that actually provides value to your business and gives you, as an entrepreneur, a fighting chance.

I’ll give you an example. We had an entrepreneur who applied for funding who runs a nursery school. Now, this would resonate with you. And I chose this specifically for that. So they told us that they receive their last payment middle of December, end of November, and they don’t hear from parents from a cash flow perspective until end of Feb, early March. I’m not suggesting that’s when you make your first nursery school payment, but that’s the reality of most South Africans. So she told us for four months, with best intentions, I can’t make a payment on this facility. And so what we did was we sculpted a loan that runs from March to November, has a window, period of relief, and then kicks in again, right? If you ask your bank for that, once the guys got off the floor laughing, they would kick you out the building.

The Finance Ghost: There’s no chance. I can confirm, there is a 0% chance you will get that from a traditional bank as a small business. Literally nought.

Warren Wheatley: No one does that. And we do, though.

Another example is there’s a family in Cape Town. This is one of my favourite stories. For three, four generations, they worked on boats as fishermen. The new generation had high ambitions, approached us and said, I want to change my family’s trajectory. I want to buy a boat, and our family will work this boat and we will change our family’s legacy.

We gave them a boat. They are now business owners. They own boats. They fish octopus and lobster. And for the first time in four generations, they are now business owners as opposed to fishermen who work on a boat, right? That’s like actually one of my favourite favourite stories. And that’s the kind of stuff we do.

But the point around the sensitivity around the model is that I could deploy my entire book out at 36%. I could. If you think that’s impossible, I could deploy double my book out at 26% or 24%. But I’ve opted to deploy that book at around 18%, 19% or 20%. I won’t give you a loan at more than 20% per annum. And the math for me is simple, right?

You’ve seen I disclose my borrowing cost. It’s prime plus two. I add on my asset management fee, I add on the fund’s operating cost, which is around 2% per annum, and then I have to, for my investors, add on a potential risk of default, which is around 3% to 5%. And I charge you no more than those basics that I have to, to be an investable prospect.

The idea is I want you to have as cheap access to capital as I can possibly fathom or construct. And if that makes my model sensitive or subject to vagaries, then so be it. What I am proud to say is I can offer SMEs loans at 18%. The guy down the road does it at 36%. His investors are doing better than mine, potentially. But I think 24% is a decent return and we don’t have to rip the heart out of SMEs while doing so.

The Finance Ghost: Yeah, look, if you can make the numbers work, it’s a very noble way to do it. And SMEs struggle to get access to credit in South Africa. They struggle to get access to decent finance other than, as you suggested, which is absolutely right, which is people that promise very quick turnarounds. And the reason those interest rates are so high is because the credit losses are higher, because they don’t actually try and sculpt anything. So high quality borrowers effectively are just subsidising a model that is designed to throw money at the wall and see what sticks. So if you can build a model that actually rewards high quality borrowers, then that is a very cool business long term.

I just want to go back to the second part of the question, which is how do you make sure you stick to mandate? Like, what is that infrastructure project, for example, at R120 million, is it a little bit more opportunistic to get to scale? How do you manage that?

Warren Wheatley: It’s bad disclosure and I’m going to whack my analyst on the back of the head. What it actually is, it’s a partnership with a telco who is creating a tower ownership model for communities. So the idea would be that we would fund the communities across about 10 or 20 different communities to own the towers in which they’re built and to create ecosystems around it so that people can service, maintain, clean the towers. So we’ve classified it as infrastructure because broadly speaking it is correct. But it’s across different towers and it’s for communities to afford to be able to buy and own the towers in those communities.

We lumped it as one because it was one single project with a particular telco. It’s been on there a while, I don’t think we won the bid, so we should probably take it off. But it was a wonderful project. It’s not like we were going to fund a bridge in Kenya or something like that.

The Finance Ghost: That was what I was asking really, because that’s what it comes across as, right? Like if you just read infrastructure project R120, my brain goes, ooh, what are we doing?

Warren Wheatley: Yeah, alright, so yeah, that was it.

The Finance Ghost: Okay, so that makes sense. So just keeping an eye on the time. We’ve got a lot to still get through so I think let’s do a couple of maybe slightly quick – not necessarily quickfire because I want to make sure we deal with everything, but there are some questions here that I think we can give – we can deal with quite quickly.

So one of them, let’s just do the balance sheet of Altvest quickly. You do seem to be tapping into the Credit Opportunities Fund as a source of funding for the total group. If I look at your recent disclosure, it looks like that amount went up quite a bit post period-end. You’ve had to do quite a drawdown there to make the money work from an Altvest perspective.

I guess the question is, is that all arm’s length in terms of does Altvest meet the standard lending criteria that investors directly into the Credit Opportunities Fund would expect you to meet? Because I think this goes back to the overarching point around preventing the group becoming a big spider web of cross-default risk contagion – one thing fails, everything fails. I just wanted to bring that to the fore and ask you to comment on that.

Warren Wheatley: Alright, so the relationship is different between Altvest and ACOF than ACOF and its SMEs. Altvest Capital is the asset manager and there’s a phenomenon in asset management, particularly prevalent in its first four years of life, called the J-curve effect. And that’s where the costs of running the fund exceed the fees that are being earned from assets under management.

So those drawdowns that you see are done under that prescript, where investors into asset managers understand that within the first three years of existence, typically, and in South Africa, actually, that J-curve effect lasts for as long as five years and up to R800 million in assets under management before an asset manager breaks even. So it’s under those prescripts and that understanding that our investors understand that we need to draw down because the full Altvest is deployed towards – 99.9% of our costs are incurred in running ACOF as a business, right? And so that J-curve is in effect, ACOF is only in its second year, but the fund is doing exceptionally well. We’ve deployed all our capital, we’ve supported 37 SMEs, we’ve created or supported in excess of a thousand jobs. And our investors are incredibly happy, right? This J-curve effect is unusual to your listeners, and that’s because most private equity managers are private. They don’t publicly have to disclose their operations.

And this is a function of the fact that – let me use a quick analogy. If you wanted to start an airline, you needed minimum competence on day one, right? So you need two pilots, you need a full ground force, you need a full set of hostesses on the plane, and that persists whether there’s two passengers or 200 passengers.

And it’s the same with asset managers, right? You can’t start off with me being the accountant and the tea lady and the CIO and CEO. In the same way, you wouldn’t want your pilot to be – you would be shocked if your pilot was checking you in onto the plane and then later on you saw him and he was like, right now I’m a pilot and once we’re up at 40,000ft, I’m going to put it into autopilot and I’ll come serve you guys drinks.

No, an airline has to have core competencies on day one, irrespective of how many passengers there are. For an asset management business, the same thing. And our investors tolerate that.

Because of that and because of that core competency required, we will dip into their assets to sustain the business for a while. The other side of it is incontemplatable because we would not have a core competency to be proper custodians of their assets. And it’s simply that. And it’s not unusual, it’s a worldwide phenomenon. The difference is that I have to show mine in public financial statements, whereas every other private equity manager gets to just discuss this at private meetings with their investors.

The Finance Ghost: I go back to my first question of would you have rather built this in private as opposed to the hornet’s nest of building this in public, right? Because it’s exactly that point. Operating losses in public are not a fun thing.

Warren Wheatley: Ghost, you get it, right? If you Google J-curve, the J-curve effect in private equity. And it’s not just private equity – it’s venture capital, private debt, even listed asset managers suffer from it from time to time. It’s there, it’s real. We’re no different. Our investors are aware of it. We disclose it to them and we disclose it to everybody. Transparency.

The Finance Ghost: Okay, I think let’s move on from that one to one more question about the balance sheet, which is just around collateral for loans into the group. And again, people can go and work through all the disclosure, but just high level, to what extent are Altvest shares pledged as collateral for loans? Are there cross-defaults, potentially? I’m just trying to again drill down to that risk of what can go wrong. At what point can investors wake up and suddenly the whole thing belongs to the bank? Or something went wrong over there and now it’s caused a problem over here. So, collateral, pledges, cross-defaults, let’s just deal with that?

Warren Wheatley: Let me deal with this in one fell swoop. And it deals with my commitment to the business as well. All the risk lies and has been underwritten by my personal balance sheet, right? So there are no cross-subsidies, there are no Altvest shares pledged for any debt facilities or anything like that. The balance sheet from that perspective is crisp and clean. Each asset is ring-fenced. But behind it all, up to R113 million is underwritten by me personally and my family trust.

So all of the risk sits with my balance sheet. If this goes *beep* up, it’s all my assets, my personal assets, my family assets that get wiped out to make sure that shareholders remain whole or as whole as possible. And why I say as whole as possible. This is risk after all. No investments are free of risk, but I have underwritten most of it. And from a group perspective, there’s no cross-subsidy of loans or anything like that. Even the loan we took from SEDFA is not guaranteed by Altvest, it’s guaranteed by myself in my personal capacity, and by my family trust. So we’ve kept Altvest out of the loop as far as guarantees and cross collateral within the group. Everything rests with me.

The Finance Ghost: Okay, I tell you what then, let’s move into all those remuneration, related parties questions. Then we can finish off with some of the funds that you’re still launching this year and kind of an eye to the future because now we’ve kind of touched on your personal balance sheet support for this.

So there was that Daily Investor article that did the rounds about your remuneration versus revenue. Very clever clickbait, shock and horror, gets everyone clicking and talking about it and everything else. Look, for what it’s worth, revenue is a terrible metric to use for a business like Altvest at the moment. Long term when it can take more asset management fees etc. then yes, sure, but some of the plays here are very much a net asset value story and the uptick in that. So just honestly, as an objective, pure financial view, revenue right now is not the best metric for Altvest in my opinion.

Having said that, there’s obviously an underlying concern in the article and certainly in those who read it about the recent trend in your remuneration. I think in the context of the group cash burn, which is a valid concern and certainly a question to handle.

So I’ll let you just set the record straight. I’ve got a couple of questions on remuneration. I’m going to do them one by one because otherwise it’s going to get confusing. So the first one is in terms of benchmarking for your remuneration versus peers, what sort of process happens behind the scenes to benchmark what you are currently being paid by the business versus the market?

Warren Wheatley: Alright, so there are a couple of good sources that our RemCo use as benchmarking. The first is publicly available information. There’s probably at last count around 12 either asset managers or similar type businesses where you could get properly disclosed public information. We’re talking about Easyequities (Purple Group), Sygnia, Sanlam, Old Mutual, all of those, right? And some of the smaller ones as well, some of the REITs, etc. There’s a lot of data where you can actually plot this and measure it.

Now, my salary when viewed on averages – because to take any one year is not appropriate because there were years I took zero, no one called and asked if I’m okay during that year, etc. – there were years I was substantially below market. It’s now been normalised and on that normalisation it’s still probably in the bottom quartile of peers. So that’s publicly available information.

SAVCA, which is the South African Institute of Venture Capital and Private Equity, publish salary surveys. They do release them to the public, but dated. The public could probably pick up 2022’s report. But they keep them fresh, they keep them out, but you need to be a member to access the most recent data.

And again by that benchmarking standard, and that is the industry body for private equity, venture capital, private debt, private credit, asset managers and what not only their directors, their CIOs, CEOs and investment principals are earning. Again, careful study of that would show that on average, I’m in the bottom quartile.

And then, again, there’s just lots of publicly available information. You can download a Michael Page survey of financial services salaries and again you’ll see that if anything I’d be in the bottom quartile of earners. I don’t want to be there, but I am.

The other thing that is different is that from a cash flow perspective, I also underwrite all of the business’ debt. I also have converted all my shareholder loans to equity. And so from my perspective, if you consider this issue in its full and proper context, I’m not milking the business. I’m not extracting profits. Some of the words that some of the X commentators have used – it really is fair, it’s normal and in line with a business of this nature and of its size. More than that, I don’t think there’s much to say. You could choose any metric. You could say my salary was 8,000 times interest earned by the business. You could use silly metrics to justify it. The point is we measure ourselves on NAV. And from an NAV perspective we’ve grown shareholder value by 13 times from inception to our last financial year, substantial growth. We went from zero assets under management to over R500 million in assets under management in three years.

The Finance Ghost: So I would always encourage listeners to obviously form their own view. I will make one more comment on that and then we can move on, which is to say the world is full of pre-revenue startups that have zero revenue and are funded by venture capitalists. And, 9 times out of 10, 99 times out of 100, the founders have to take home a salary. So not to say that obviously what you earn relative to the size of business – I’m not really commenting on that – it’s more just to say it makes zero sense to use revenue in a startup and try and use that as a metric versus what the CEO is earning and then draw a conclusion from solely that piece of information. I guess that’s just my point. It’s very clickbaity, it’s very clever and the mob loves it. But in true sophisticated financial terms, it’s actually nonsense. So that’s just a comment from my side really.

In terms of your current package, what portion of it is guaranteed versus linked to performance? Because that’s obviously quite important for alignment with your investors.

Warren Wheatley: So right now I’m on like a sort of fixed package. We have a big performance component, but that is premised on me delivering substantial growth to assets under management. Primarily amongst them is delivering a break-even cash position.

So in terms of the base package, that’s obviously guaranteed, but bonuses will be paid and I think must be paid if we deliver the goods. I don’t have a share scheme that I participate in, but that’s because I think I have an appropriate number of shares in the business between myself and my family. And so we are setting up a staff scheme, but from my perspective I would take more shares, I buy shares all the time. Whenever I have free cash, I do buy. But in terms of share awards, as the founder, it’s not like a company like Sanlam where they need to incentivise their CEO who comes in fresh with no shares and need to build up a plan to incentivise him.

My family and I own more than 50% of the business. There’s arguments that more than that is unhealthy from the way we look at risk and those kind of things.

The Finance Ghost: You’ve actually answered my next question which was going to be what portion of that rem is cash versus shares? So I’m happy that we can basically just bank that as answered. It sounds like your current remuneration package is very much cash focused, but you do have a large personal shareholding already.

I guess the one piece of feedback I would give is from my side, what I would look at from an investor perspective is more around a nice mix of – more like a smaller guaranteed package at the stage in the company’s life and then more of a performance linked piece is always nice for investors to see. Specifically if the KPIs just make a lot of sense – and KPIs get abused like crazy on the JSE all the time by a bunch of companies and management teams earn a fortune for quite poor performance, that’s just one of the issues on the JSE – so for an investor, it’s always nice to see solid KPIs and a performance linked component. So just some feedback from me for you to potentially onboard.

Last question around rem – I was going to ask you about to what extent your personal assets have been used to get Altvest to this point, but for me you’ve answered that already. So what is the experience of the members of the remuneration committee? What gives investors comfort that the robust questions are being asked? You do have quite a young board versus a number of JSE companies, so is there enough experience on it with this kind of stuff? Is that rem committee pushing back when they need to push back, Are they challenging the status quo? That kind of stuff?

Warren Wheatley: The answer is yes, yes, yes and yes, right. But let me just unpack the chair, who is Bright Khumalo. He’s a renowned investment analyst and portfolio manager. Part of his job is analysing and proxy voting on remuneration policies of listed companies, not only in South Africa, but across the world. He’s an international portfolio manager, so these are things he picks at, he looks at, he unpacks and he considers whether they are structured in the best interest of shareholders. And from that – that’s the perspective from which he approaches the job. The fact that he’s, you know, 23, does that matter? It’s the experience that he gets, it’s how – he’s not 23, you know, before X goes nuts.

The Finance Ghost: I was going to say Bright would take that as a serious compliment. Definitely.

Warren Wheatley: But part of his day job is analysing these – not only at Altvest, but probably 30, 40 companies a year. I can’t think of someone who studies remuneration policies of listed companies more than he would, other than HR practitioners. And so from that perspective, I think that makes him exceptionally qualified to opine and look at what we’re doing and make sure it’s in line with the market, make sure it’s congruent with shareholder value accretion in terms of what we do.

People – the fact that he is young and successful should not diminish the calibre of his expertise in this area. And the same applies for all of our directors in one way or the other. You’d have noticed we’ve put together a board that brings multitudes of skill sets and it’s not conventional, but we never ever want it to be.

The Finance Ghost: Yeah, that does come through for what it’s worth. So, this is part of why I went the route I went with rather being faceless in this business is because people perceive when they see a younger face, they think, ooh, is there enough experience there for this person to really have these opinions and views? I can completely understand that. And you know, it is just perception of the board and that’s why I raise these things and make sure we talk about them.

Just conscious of time, I think let’s deal with the last rem question as quickly as we can. So one of the questions that was asked on X just referenced – and I’ll just give you some of these numbers – R500,000 paid to a company owned by the wife of the CEO, so that would be Tatum, R3.8 million paid to a company of which Warren Wheatley and his immediate family are owners and beneficiaries, R1.2 million rand paid to a company owned by a family member of the CEO. I didn’t find all of these numbers in your latest financials, so I’m not sure if they’re older or if they sound right to you.

So I’m going to ask the question more broadly, which is related party payments and services being rendered – who is involved from your family side? How do investors know it’s all market related? I guess that’s the question.

Warren Wheatley: Alright. I mean, this is a really simple one. Anyone who started a business will understand this off the bat.

I started Altvest from our dining room table during Covid. Who was around the table? My brother, my wife. Both of them are still involved. I couldn’t pay either of them in cash and neither could I pay any of my other service providers. When I started Altvest, I called friends and family, I begged, I pleaded, I called on favours. And what I could offer people was a settlement in shares if all of this worked.

And so if you go back to our founding financial statements, you’ll see a full schedule of everyone who I paid for services in shares. Tatum is my wife, but we’re a family business. That’s not unusual. Robin is my brother. He’s a lawyer. He drafted all the complex agreements, the MOIs and all that sort of stuff. I couldn’t pay him then, I paid him in shares. I paid every staff member who took on risk of not getting a salary for six months, you’ll see their names there too. You’ll see Alec Hogg because I paid for media exposure. You’ll see all sorts of service providers, marketing, printing, website design – all people who would accept settlement in shares, right?

That was fully disclosed. It’s normal. It’s a family business. It’s a startup business and the reason why it’s not in our financial statements this year is that this is a settled issue. It was dealt with three years ago. It was fully disclosed. We didn’t take the financials down. It’s there, you can go and look at it.

In total I spent R24 million at least in share-settled payments to friends, family and people who were related to me in ways that don’t meet the Company’s Act definition. Childhood friends who ran website companies and I asked them to do me a website please, I beg. I don’t have cash but I’ll give you shares and your shares will be – you know they’re all upset now because they can’t sell their shares because of the illiquidity, but that’s another story that we should unpack at some point in in the future.

The Finance Ghost: So Warren, then maybe just to finalise this whole section, one of the questions that came up was around to what extent you’ve pledged your shares in Altvest held in WGW Capital or otherwise. And I think again maybe that just talks to alignment and personal risk etc. And then you did convert a portion of your loan into prefs in the Credit Opportunities Fund I think in last financial year. At what price is that conversion calculated?

So just a quick note on pledges and then the conversion of loans to equity and pricing.

Warren Wheatley: I’ve pledged and made guarantees to both Altvest to underwrite working capital commitments and to SEDFA who have given us a facility for ACOF, right? So that is at R75 million. The way the guarantee works is that they would exhaust my personal resources until that guarantee is satisfied.

Another way of thinking of that is that I’ve pledged everything, right? So I’m all-in on this venture. The share conversions are done at the higher of NAV or market price, and so I would never take a conversion at a mispriced share price. So those would have been done and I don’t have the numbers at hand but they would have been done at NAV, or the higher of NAV your market price.

The Finance Ghost: So that’s a tick in the box, so well done, because that’s the right way to do it is higher of NAV or market price I would say, so in this case that would mean NAV as opposed to converting at a lucrative price. So well done.

I think I’ve got one more question that’s going to talk to the balance sheet and then I’d really like you to finish us off by talking about the future. So the last question that I think we need to deal with – because we could talk about liquidity in the underlying shares, but it’s a bit of an esoteric concept, right? I mean if it was easy to solve we would never see delistings. But we see them all the time for illiquidity. So it’s just something where the market needs to develop. Maybe as you guys have spare capital you can get on the bid and do buybacks and there’s some exit liquidity there, albeit at depressed prices. That’s almost a much bigger story than we can answer here. And it’s a problem that is not unique to Altvest, so I think that’s rather maybe just leave that one unless you specifically want to add anything there.

But I think what’s more interesting is to actually ask you: to get to break even on a cash from operations perspective, what sort of AUM do you need to get to and when do you think you’ll get there? Like when does the burn stop? Because I think that is probably the number one question that any startup needs to think about.

Warren Wheatley: Alright, so as of today my AUM is at about R550 million, right? Cash break-even is at R800 million. So I’m about R250 million out. ACOF is already at cash break-even and will be profitable at the next time we report, 31 August.

So we’re on track man. At R800 million, Altvest Capital as an asset manager is at break-even and that’s within – that’s going to be within three and a half years from inception, which is – I would have liked to have shot the lights out from that perspective, but it’s in line with peers and competitors. So nothing too bad or not really shooting the lights out from that perspective. ACOF on the other hand, though, is going to make substantial profits and we’ve put some material on the website that shows what ACOF looks like and then consequently what Altvest looks like at different numbers.

I don’t think I answered you earlier but I want to see ACOF at around R5 billion. And at that asset level we are printing serious amounts of cash.

The Finance Ghost: Yeah, that’s true actually, I did ask you how big you think it could get, but I think we both got distracted by some of the real-world stories of what’s in the fund, which is a good thing.

So, I think let’s look to the future and how you get there as we bring this to a close. I had a look at your financials and it looked like there were three launches still coming this year. Now obviously we have to be very careful, don’t say anything that should be out on SENS. You know the idea here is not to like give the market price sensitive information, so obviously please take that into account. It’s more to just do a temperature check.

Let’s start with the Altvest Orient Opportunities Fund and the Altvest SBS High Impact Seed Fund and then we’ll get to Bitcoin which I know you are very excited about. So let’s just do those two quickly. Temperature check? On track / behind, where are you at?

Warren Wheatley: Sadly behind. Let me quickly talk about some of the miscalculations I’ve made in this journey, right? The complexity with doing a listing is as complex whether it’s a single asset like Umganu or Bambanani or a fund like ACOF or what we intend with the Orient Opportunities Fund or the Venture Capital or the Seed Fund. The difference is that Bambanani is not as easily scalable and Umganu is not scalable at all. I can’t build up, I can’t build down, I can’t expand. So if you’re going to go through all that heartache and tension and hurt, then at least make the project scalable.

So the shift or the pivot is that we’re going to launch these fund-type structures like ACOF, which is private credit, Orient Fund, which is a Chinese venture capital seed fund where we’ll raise buckets of money and seed fund hundreds of SMEs as opposed to a single one. Same with Venture Capital, Township. So there’s a whole list of stuff.

How it works is that we’ve got to send our ideas – and this is simplifying it – but we send our ideas to the JSE, they interrogate it, they poke holes in it and ultimately tell me then okay, you can submit it for approval. That’s the other thing I miscalculated, is that the complexity of the regulatory regime that consumes us in getting these things done.

Both of those have been submitted for approval and it’s really kicking the board around with different regulatory bodies. The venture capital one for example, brings in the SARB, it brings in the FSCA and not just the JSE, because it’s into China, it’s cross-jurisdictional, it crosses into issues around whether it’s a unit trust or not, etc. etc.

So I completely got the complexity of the regulatory regime wrong. And so they take longer, they frustrate me, it irritates me. I get annoyed and angry because I just want to, like, do these things, right? And that’s as much as I can say about that.

From a Bitcoin perspective, we’re alternative assets and Bitcoin is the ultimate alternative asset. And we’re going to bring something really cool to the market that gives people different ways to expose themselves to it in ways that are currently inaccessible to South Africans.

There are companies in the world, in jurisdictions across the world, the UK, France, Australia, Brazil, a concept called Bitcoin treasury strategy companies, that are delivering in excess of 2000% per annum. Whether that’s a bubble or not, is not a position I take. What I take a position on is whether South Africans have the ability to make that decision for themselves and direct capital towards it. And to that end, we’re going to be doing one for Africa.

So, we made the announcement in Feb. We’re fiddling around and bedding down the last few regulatory hurdles before we launch. But, you know, I would encourage your listeners and your readers to look at The Smarter Web Company in London, Metaplanet in Japan, look at H100 in Sweden, look at MicroStrategy in the US and you will see unique deployment of capital in ways South Africans aren’t even thinking about. We aren’t even talking about it. And this is happening and we remain in our vacuum debating the most ridiculous issues and not watching what’s happening in the world. My job is to bring these opportunities to South Africans and that’s precisely what we’re going to do.

The Finance Ghost: Okay, well, like I said at the start, no shortage of ambition, no shortage of edginess, and just an overarching consistency, I think, in being different. Maybe that’s the best way to say it, is if there’s something you can do different, it’s like you run towards it, and I do admire the deep desire to build something different. It is the “crazy people change the world” story. I think building this in public is extremely difficult. And I think it really, it’s not going to get easier. I think maybe, in a few years’ time, you’re either going to look back and this will have been the absolute best thing you ever did, or literally the absolute worst. It kind of has that binary feel to it. And I think what I do appreciate is this podcast, and it’s something that we’re going to release – like the only editing here will be a little bit of background street noise where I can get rid of it or whatever. There’s nothing else. This is as it was recorded.

And I would encourage listeners to just make your mind up as you always should. In all the work that I do, it’s really just about bringing you these insights, apply your mind to them and at least if nothing else, make decisions based on correct financial concepts and not silly ratios and something you read once in the press that then got shared everywhere because it’s clickbaity. Just do the work and learn and listen to this stuff and then arrive at a conclusion.

And if your conclusion is bearish, that’s fine. And if your conclusion is bullish, that’s also fine. But just follow the process, apply a proper investment lens.

So, Warren, I think we are basically done with this chat. I feel like we’ve covered off essentially everything we said we were going to cover off in terms of giving me this mandate to ask you whatever I wanted and whatever came up online as potential questions. I really appreciate the time and I’m going to just leave it to you now if there’s any sort of passing thoughts you want to leave with listeners for 30 seconds and then I’ll let you go off on your way and build this complex and exciting animal that you’ve decided to wrestle in your life.

Warren Wheatley: Thanks, Ghost, and thank you for, number one, providing a platform for voices like ours. I think it’s underestimated how important this is and how critical it is in our glide path to success. So I’m really appreciative that you even give guys like us a platform to speak from.

What I would say to the investment community is please continue to engage with us. Please continue to pressure us for performance. We’re doing great things not only for our investors, but for our country at large.

We are impact investors personified, down all the way from me down to all my analysts, ops teams. Everyone is geared towards creating a positive impact for the country we all love. And we need your support. We want your support and we understand very, very fully that we owe you our diligence and we owe our existence to you. And for that, we thank you and we ask you to continue supporting us and holding us accountable.

The Finance Ghost: Warren, thank you. To the listeners, I hope that you enjoyed this, that you got something from it. And I would encourage you to take Warren and the team up on this. If you’ve got further questions, send them through to Altvest. Don’t send them to me, send them to Altvest, speak to them directly. And send the pointed questions – ask the tough questions, I think Warren’s shown that he’s open to it. You are always welcome, of course, to ask me what I think and what I think is what I’ve said on this podcast, which is that this is an exciting thing to be trying to build but it’s really hard. You know, it’s probably too far along on my risk spectrum, but I really admire anyone who’s trying to build something as hard as this and I hope it succeeds because I think for South Africa it would be lovely to see. There are too few stories of South Africans trying to build edgy, exciting startups. We just don’t have enough of it in our country and it’s nice to see that happening.

So, Warren, all the best to you. Good luck to you and the team. I’m sure we’ll do another one of these at some point and hopefully with some good news stories behind it and yeah, good luck.

Warren Wheatley: Great, thanks. Goodbye everyone.

Ghost Bites (Accelerate Property Fund | Assura – Primary Health Properties | Castleview | Jubilee Metals | MAS – Hyprop | Reinet | Sibanye-Stillwater | South32)

Two steps forward, one step back at Accelerate Property Fund (JSE: APF)

There’s a lot of good stuff happening at the fund, but the related party issues aren’t over

Accelerate Property Fund has been making a lot of progress recently on not just the balance sheet, but the underlying property portfolio as well. There are legacy issues though, primarily related to major claims by and against related parties. The intention was to agree to offset the claims, thereby extinguishing the overhang once and for all. Alas, it doesn’t look like a settlement agreement is being reached, which means that there is risk of the claim against Accelerate being successful and not necessarily offset by the claim that Accelerate has against the related party. If the reverse is also true, Accelerate should say so. But right now, it feels a lot like risk in only one direction.

This doesn’t affect the rights issue that is currently underway, nor does it affect the publication of financial statements. But it has led to a cautionary announcement and pressure on the share price, adding to the risk factors in what is still a speculative stock.


Assura’s latest financial numbers look solid (JSE: AHR)

The same can’t be said for acceptance levels of the Primary Health Properties merger offer

It’s still looking pretty bleak out there in terms of acceptances by Assura shareholders of the offer by Primary Health Properties (JSE: PHP). As things stand, valid acceptances have been tendered by holders of 1.18% of the ordinary shares in Assura. The closing date for the offer is 12 August.

Separately, Assura released its audited financials for the year ended March 2025. It includes a comment in the CEO’s statement that “the NHS is in crisis” – a nice reminder for those who think that South Africa is the only country with problems. This is an opportunity for Assura, with the argument being that the company can play a role in supporting the development of new infrastructure in that space. To address this opportunity, Assura has been busy with projects like a £250 million joint venture with the Universities Superannuation Scheme, with a seed portfolio of £107 million and a goal to get to £400 million over time.

They also acquired a portfolio of 14 independent hospitals in this period for £500 million, with tenants including all the major hospital operators in the UK. The idea is that the pressure in the NHS is increasing demand for private healthcare. Sounds like a familiar trend, doesn’t it?

In terms of capital recycling, they disposed of £188 million in assets during the year at an average yield of 5.1%, with that capital being redeployed into private hospitals at an average yield of 5.9%.

The loan-to-value (LTV) at the end of the period was 47%, which they are looking to reduce to 45% through disposals. The average interest rate on the long-term debt is 2.9%, with the a weighted average maturity of 2.9%. Fitch Ratings has them on an investment grade rating of A-.

The dividend increased for the 11th consecutive year, posting growth of 3% for the year. This is well off the compound annual growth rate over 11 years of 6%, but at least it’s still in the green.

I can see why the potential private equity buyers (KKR and Stonepeak) want this asset, as it ticks a lot of the usual boxes for private equity. I can also see why Primary Health Properties sees Assura as an opportunity for a merger to achieve scale.

And as I keep saying, I can also see why shareholders aren’t exactly fighting over each other to get to the front of the queue to accept the Primary Health Properties offer. I maintain my view that the offer price just isn’t high enough to reward Assura shareholders for accepting merger risk vs. the alternative cash offer.


Castleview is a reminder that the NAV of a property fund is a near-useless number (JSE: CVW)

There should probably be a sector-wide impairment to NAV

Here’s an update for those who still believe that all shareholders are always treated equally on the market, presumably alongside a steadfast belief that the Easter Bunny delivers the chocolates each year.

On the same day, Castleview announced the results of the dividend reinvestment alternative – where dividends could be reinvested at R9.54 per share, being the NAV – and then released a circular dealing with a specific issue of shares at R6.56 per share to a related party. This circular features an opinion by the independent expert that such an issue price is fair.

Here’s the calculation by the expert, which includes a discount to NAV of 27.8% (noted as the sector-wide average) as part of determining the fairness of the pricing:

Luckily, holders of only 10.2% of shares were suckered into reinvesting their dividends at the NAV, a price that is clearly nonsense based on the above.

As for the subscription price of R6.56 per share for this capital raise, that’s only available to the controlling shareholder who will be investing a further R200 million into the company. For context, the market cap of Castleview (based on the last traded price of R8.20, which itself is another nonsense price as there’s no trade in this thing) is R8.1 billion, so at least the subscription is a small percentage of the overall value.

Let this be final proof to you that NAV is an absolutely useless metric when it comes to the local property sector. The only metric to use is the dividend yield. The gap between what directors tell us the funds are worth and what the market says they are worth is huge. In fact, according to the independent expert, it’s 27.8% on average!


A strong jump in South African production at Jubilee Metals (JSE: JBL)

And remember, they want to sell these chrome and PGM assets

Jubilee Metals released an operational update dealing with the fourth quarter and thus the full year ended June. The numbers look strong, with chrome production up 19.9% and 24.8% for Q4 and the full year respectively. On the PGM side, production was up 14.6% and 6.0% respectively.

Looking ahead, FY26 guidance for chrome concentrate production is 1.65 to 1.80Mt vs. the 1.93Mt they achieved this year, so that’s a significant expected dip from current levels. On PGMs, production guidance is 36,000 – 40,000 ounces vs. 38,579 ounces in FY25.

Chrome prices didn’t have a great quarter, particularly compared to platinum prices which shot the lights out this quarter and gave long-suffering investors in that sector something to smile about.

Jubilee Metals is committed to selling these South African assets and is finalising sales agreements. Although this may seem odd, the reality is that this is probably the perfect time to achieve a successful sale. Jubilee will then focus on their copper operations in Zambia.

Given some of the interest we’ve seen in copper from big players, one has to wonder if the streamlined version of Jubilee Metals won’t be a takeout target?


MAS is less than thrilled with the Hyprop offer to shareholders (JSE: MAS | JSE: HYP)

And I don’t blame them

You know those people who do everything at the last minute and then turn their emergency into your emergency? We’ve all worked with someone like that. We’ve all fantasised about terrible things happening to them at the watercooler.

After sitting on the R808 million that they raised in June for several weeks, Hyprop finally pulled the trigger on a conditional offer to MAS shareholders. The problem is that the terms of the offer are incredibly unusual, with the offer being open for literally just one week, yet then having a long period (until 31 October, with risk of extension) until it becomes unconditional. And as I wrote in Ghost Bites when the pricing of the offer first came out, Hyprop has also put forward a rather opportunistic price for the share exchange ratio, with the cash portion as more of a red herring than anything else.

I have a small portfolio position in Hyprop by the way and nothing in MAS, just in case you think I’m biased. As ever in Ghost Mail, I’m calling it how I see it and giving a view that is unaffected by whether or not I have a position. As a Hyprop shareholder, I would love to see the MAS shareholders jump at the offer and give Hyprop a controlling stake in that fund at a juicy price. I’m just not sure why they would!

An independent sub-committee of the MAS board (now powered by proper corporate advisors – yay for that) released their views on the bid. As the offer is open for such a short period of time, those corporate advisors definitely cancelled all their plans last weekend and won’t be doing anything fun this week either. If you work in corporate finance, I can tell you from experience that your time isn’t your own.

The main issue (and I fully agree with this concern) is that shareholders need to give an irrevocable commitment to Hyprop to accept the offer, with Hyprop then able to take their time in actually implementing the deal and meeting the conditions. Why is this the case? A much fairer situation would be for the offer period to remain open while the various conditions are assessed, with an opportunity at the end for shareholders to accept the offer once they know that the conditions are met. The current structure just smells of two levels of information in the market, being shareholders who “know” what might happen in the future and then retail shareholders who have to sit and guess what the plans might be. And because MAS is registered in Malta rather than South Africa, there’s a much lighter regulatory regime around this deal than would otherwise be the case.

There’s a lesson here in investing in companies that are registered in obscure places rather than in South Africa.

The announcement points out that the blended offer price (based on the cash consideration of R800 million being just 6.13% of the total potential offer value of c.R13 billion) is R18.97 per MAS share. That’s a 4.8% premium to the 30-day VWAP ended 23 May 2025 before all the corporate activity, which is why the Hyprop shareholder in me would love MAS shareholders to jump at this, as that’s far too low a control premium. It’s also a 48.26% discount to the tangible NAV, although the NAV in property funds is as useful as those stapled condoms that were once handed out in South Africa (refer to the Castleview update today for further evidence).

NB to note is that shareholders who give an irrevocable undertaking to accept the Hyprop offer won’t be able to change their minds down the line if a better offer comes along. This is just one of the many nuances in the offer that the MAS board is worried about.

In addition to my views above, you can also read the Prime Kapital letter that was sent to MAS shareholders. Prime Kapital understands the value of the Ghost Mail audience and they wanted to make sure that you get to see this letter as well. As always, a sponsored post in Ghost Mail doesn’t affect or influence my opinion. This platform is all about giving you the tools to form your own view, while not being shy to share what my view is. You can (and should) read that letter here.


A dip in value at Reinet (JSE: RNI)

Early indications are a drop of almost 5% in the past quarter

Each quarter, Reinet first releases the move in net asset value (NAV) of the Reinet Fund, which comprises most (but not all) of the assets and liabilities in Reinet. They usually release the NAV of Reinet soon thereafter, which then includes all the balance sheet items in the listed group.

In the past three months (i.e. from March 2025 to June 2025), Reinet Fund suffered a drop in NAV of 4.6%. This means a decrease of EUR 315 million to arrive at the current value of EUR 6.6 billion.

Given the recent activity around a potential sale of Pension Insurance Corporation at a discount of roughly 12.5% to the last disclosed value, I would expect that a downward revaluation of that asset has been the major driver of this decrease in NAV. We will have to wait for more detailed disclosure to be sure.


Sibanye-Stillwater acquires another US metals recycling business, Metallix (JSE: SSW)

They are clearly feeling a lot more confident about the balance sheet

It really wasn’t that long ago that Sibanye-Stillwater was in full batten-down-the-hatches mode. The PGM market was horrific, the group had suffered plenty of setbacks and the share price was suffering. Today, Sibanye is enjoying a tremendous rally thanks to improved PGM prices and they are even feeling confident enough to announce another acquisition. This probably means that it’s getting closer to the time for me to sell my shares and chalk this up to a lucky escape, as my position was deeply in the red.

The acquisition target in question is Metallix, a US-based recycler of precious metals. This includes gold, silver and PGMs, mainly from industrial waste streams. There’s a track record of over 60 years and a global customer base. This complements Sibanye’s existing recycling operations in the US. Most importantly, it contributes immediately to earnings and cash flow.

The price? $82 million in cash, based on an enterprise value of $105 million. This is only a voluntary announcement, so no further disclosure around the company’s financials is available.


South32 exceeds production guidance (JSE: S32)

But no certainty yet on the Mozal Aluminium impairment

South32 released a quarterly report for the three months to June 2025. This brings the financial year to a close, with the highlights being a 20% increase in copper and a 6% increase in aluminium, along with the group exceeding production guidance on an overall basis and meeting operating unit costs guidance. In a world where mining companies have to focus on controlling the controllables, that’s about as much as investors can really ask for.

Sales volumes increased by 21% in the quarter, driving a release of $225 million in working capital in the second half vs. a tough first half in which the group absorbed working capital of $267 million. In other words, they worked through their inventory stockpile in this period. For further context, group capex (excluding development projects) was $400 million for the year and they returned $350 million to shareholders during the year.

It was also a busy quarter for corporate actions, including the divestment of the Metalloys manganese alloy smelter by Samancor Manganese, as well as the agreement to sell Cerro Matoso.

Production guidance for FY26 at the Mozal Aluminium smelter remains under review and they still need to confirm the quantum of the impairment based on significant uncertainty around energy supply after March 2026.

There have been a few places where you could make money in the mining sector this year. South32 hasn’t been one of them:


Nibbles:

  • Director dealings:
    • Two existing directors in Argent Industrial (JSE: ART) – including the CEO – are involved in an entity where they are co-shareholders with a retired director of the company. That entity has sold shares worth nearly R3.7 million, with the rather clumsy rationale being that the retired director wants to reduce her exposure. Be that as it may, it also has the effect of reducing the exposure of the existing directors and hence counts as a sale.
    • The spouse of the CFO of Tiger Brands (JSE: TBS) bought shares worth R2.5 million.
    • The CEO of Vunani (JSE: VUN) bought shares worth R199k.
  • Mantengu Mining (JSE: MTU) has some good news to share. The final condition precedent for the Blue Ridge Platinum acquisition (being ministerial approval) has now been met, which means that the closing date is 1 August 2025. This is a shallow, mechanised PGM mine that is currently on care and maintenance, although the acquisition does include a stockpile of 1 million tonnes of ore that contains “significant” quantities of chrome and PGMs.
  • Consider me shocked: the Competition Commission’s concerns related to the Vodacom (JSE: VOD) – Remgro (JSE: REM) fibre deal were in fact related to actual competition issues rather than just B-BBEE Ownership. This is a remarkable turn of events. This means that the remedies proposed ahead of the Competition Tribunal hearings are related to conditions like costs of broadband packages, divestiture of certain assets and the impact on competitors. There are also additional public interest commitments related to the planned capex for infrastructure, along with free access to fibre lines for libraries and clinics. Of course, the Commission just couldn’t help themselves, with one of the sweeteners in the public interest conditions being an increase in the employee share ownership plan.
  • Datatec (JSE: DTC) released the results of the scrip distribution alternative and they didn’t exactly make it easy in the announcement, as they didn’t indicate the percentage of shareholders who chose the scrip distribution over the cash dividend. Some rough maths suggests that holders of roughly 56% of shares chose to receive the cash, which means that 44% elected the scrip distribution alternative. This means that the company capitalised retained profits of R206.5 million.

Prime Kapital letter to MAS shareholders

In the interests of transparency and keeping investors informed, Prime Kapital has opted to publish this letter in Ghost Mail for a market-related placement fee. It is published as sent to shareholders (i.e. without amendment) and does not represent the opinions or views of The Finance Ghost (such views are indicated in Ghost Bites on an ongoing basis, informed by SENS releases by MAS and my own analysis). This letter is included for research and information purposes only. Please consult your financial advisor regarding the various activities around MAS.

Part of the Second Floor
Exchange House
54-62 Athol Street
Douglas
Isle of Man IM1 1JD
(“Prime Kapital”)

Dear Fellow Shareholder:

Re: Response to the Purported “Voluntary Bid” by Hyprop Investments Limited and Related Shareholder Developments

We are writing to you in light of recent developments regarding MAS and the unsolicited actions of certain MAS shareholders and external parties, which we believe require your careful and immediate attention and consideration.

We also address the purported “Voluntary Bid” by Hyprop Investments Limited (“Hyprop”) (the “Hyprop Free Option”), outline our concerns with its structure and implications, and explain why we believe it is not in the best interests of independent MAS shareholders to grant Hyprop such an option over their MAS shares.

1 Reasons to Reject the Hyprop Free Option

1.1 The Hyprop Free Option is not a genuine, bona fide binding offer, but rather a thinly veiled scheme to induce uninformed independent MAS shareholders to grant Hyprop free options to acquire MAS shares at its discretion at a future date, and at a substantial discount to the current depressed market price,

1.1.1 The Hyprop Free Option opened for acceptances on Friday, 18 July 2025, and is scheduled to close on Friday, 25 July 2025 (subject to indefinite extensions by Hyprop).

1.1.2 Hyprop essentially proposes that MAS shareholders grant it a free of charge option valid for at least 3 months to 31 October 2025 (or an undefined later period if Hyprop extends the long stop date in its discretion) for a share swap at a ratio very unfavourable to MAS shareholders, valuing MAS at just R18.03, or €0.88 per share — far below Friday’s market close (22% discount) as well as MAS’s IFRS NAV (48% discount).

1.1.3 The cash component of the offer is a “smoke and mirrors” exercise, designed to distract from the deeply unattractive pricing of the proposed equity swap. The cash offer covers just 5% of MAS’s market capitalisation, represents only a 4% premium to the current share price for control of the business, and is a 31% discount to MAS’ IFRS NAV. The Hyprop Free Option remains subject to numerous conditions precedent, several of which are subjective or entirely within Hyprop’s control. These are only required to be fulfilled or waived (where permitted) by 31 October 2025, or such later date as Hyprop may elect in its sole discretion, any number of times.

1.1.4 Critically, Hyprop indicates that MAS shareholders must accept the Hyprop Free Option now, before 25 July 2025, without knowing whether it will become
unconditional. There is no ability for shareholders to accept the offer after it has
become unconditional.

1.1.5 This structure is inconsistent with the JSE Listings Requirements governing
corporate actions, which require that an offer remain open for at least 12 business
days after the announcement that it has become unconditional (the “finalisation
date”).

1.1.6 Rather than providing MAS shareholders with the opportunity to make an informed decision once the offer is capable of being implemented, the Hyprop Free Option demands irrevocable acceptance upfront. This confers on Hyprop the effective right, but not the obligation, to acquire shares at a later date, depending solely on whether it elects to fulfil or waive the outstanding conditions. In substance and effect, this constitutes an option granted to Hyprop, not a binding offer accepted by MAS shareholders.

1.1.7 The rationale for this thinly veiled scheme of Hyprop to obtain free options from MAS shareholders is in our view, objectionable. Hyprop remains months away from being in a position to make a genuine offer, wishes to prevent real
competition, and wishes to profit from a low MAS share price that it may have
potentially contributed to depress. If MAS shareholders were afforded the JSE
Listings Requirements’ required acceptance period following the finalisation date,
it is likely they would only consider to accept an offer once it is certain that Hyprop is actually required to acquire their shares (consistent with market practice). The current option structure deprives MAS shareholders of this choice.

1.1.8 If the voluntary offer initiated by PK Investments Limited (“PKI”) to acquire all shares in MAS not already held by PKI (the “PKI Voluntary Bid”), or any other
competing bid, is launched before the Hyprop Free Option becomes unconditional,
MAS shareholders would have a meaningful opportunity to compare and choose
between alternative offers.

1.1.9 Instead, by requiring early irrevocable acceptances, the Hyprop Free Option
removes those MAS shareholders from the market, regardless of whether the offer
becomes capable of implementation, frustrating genuine, bona fide and superior
bids. In substance, MAS shareholders are providing Hyprop with free options over
their shares under the guise of a so-called “Voluntary Bid”. This is materially
prejudicial to MAS shareholders.

1.1.10 What is particularly concerning is that the structure of the Hyprop Free Option allows Hyprop to initially set a one-week acceptance period, and then to extend the closing date repeatedly, including by very short periods, as many times as it chooses. This creates a mechanism whereby Hyprop can monitor acceptances in real time and close the offer the moment it has secured just enough support to gain control of MAS, all while the offer remains subject to numerous conditions. In this way, Hyprop is never required to re-open the offer to all MAS shareholders once it is capable of implementation, depriving the broader MAS shareholder base of a fair opportunity to assess the offer with the benefit of full information and certainty. This tactic enables Hyprop to manufacture urgency, exert pressure on MAS shareholders to commit early, and engineer control through rolling short extensions, without providing any binding obligation to proceed with the Hyprop Free Option. Not only may this call into question whether the Hyprop Free Option satisfies the requirements for a valid Voluntary Bid under the MAS Articles of Association (“MAS Articles”), which would exempt Hyprop from making a mandatory bid upon acquiring control, but it also, in our view, amounts to a request for MAS shareholders to give up their rights without any certainty of value being returned. MAS Shareholders are pressured, through short timeframes, into granting free options for Hyprop to buy their shares by accepting an offer that may never materialise, under the fear of being left behind in a diminished minority position.

1.1.11 It is particularly noteworthy that a condition of the Hyprop Free Option is that the MAS board of directors (“MAS Board”) must confirm in writing that Hyprop will not be obliged to make a mandatory bid in terms of the MAS Articles or must grant an exemption. Such confirmation would be unnecessary if the Hyprop Free Option were truly a Voluntary Bid. For the reasons explained above and in paragraph 1.2 below, it is Prime Kapital’s considered view that the Hyprop Free Option does not constitute a “Voluntary Bid” in terms of the MAS Articles, and that absent the exemption requested by Hyprop from the MAS Board mentioned above, Hyprop would be required to make a mandatory bid to MAS shareholders should it acquire control following the exercise of the Hyprop Free Options.

1.1.12 What should concern independent MAS shareholders even more is that a group of shareholders who generally have outsized economic interests in Hyprop, and potential alignment with Hyprop, have called on MAS shareholders, ostensibly
under the guise of promoting good governance, to appoint a majority of so-called
“independent” non-executive directors to the MAS Board (see paragraph 2 below).
In our view, it is not unreasonable to suspect that this may be part of a broader
strategy to ensure the MAS Board grants the exemption or confirmation Hyprop
requires, despite doubts as to whether the Hyprop Free Option qualifies as a
Voluntary Bid, and Hyprop and any parties acting in concert with Hyprop potentially being required to make a mandatory bid should Hyprop acquire control of MAS pursuant to the Hyprop Free Option.

1.1.13 Prime Kapital intends to write to the JSE to formally request that the JSE require Hyprop to revise the offer via SENS announcement and a supplementary circular to:

1.1.13.1 permit shareholder acceptances for a period of at least 12 business days after the offer becomes unconditional; and

1.1.13.2 allow any shareholder who previously accepted the Hyprop Free Option to withdraw their acceptance prior to the revised closing date.

1.1.14 Prime Kapital has communicated to MAS its firm position that no lawful basis exists to grant the requested exemption or confirmation. If the offer genuinely qualifies as a Voluntary Bid, such exemption would be redundant.

1.2 Hyprop retains the right to reduce the Cash Consideration per Share, Cash
Consideration Cap and/or Share Consideration

1.2.1 Hyprop retains unilateral discretion to reduce the Cash Consideration, the Cash Consideration Cap and the Share Consideration.

1.2.2 The announced Share Consideration of 0.42224 Hyprop shares, which values MAS on Hyprop’s closing price on Friday at a low R18.03 per share (or
approximately 88eurocents) per MAS share is not fixed. Hyprop may amend this
ratio, upwards or downwards, at any time by SENS announcement prior to the
closing date. The same applies to the R24.00 per share Cash Consideration and
the R800 million Cash Consideration Cap (the latter amounts to less than 5% of the total price paid if all MAS shareholders accept to grant Hyprop the requested
options over their shares and Hyprop follows through and exercises such options).

1.2.3 Hyprop may also extend the closing date indefinitely. As a result, MAS
shareholders who accept the offer may find themselves bound to a transaction
under terms materially less favourable than those initially presented.

1.2.4 Although the Hyprop circular states that changes to consideration will be disclosed and that accepting MAS shareholders will be advised of the action to take if there is a change to the consideration, the offer structure enables Hyprop to:

1.2.4.1 lock MAS shareholders into the Hyprop Free Option on current terms;

1.2.4.2 subsequently reduce the price once competing offers are no longer available;

1.2.4.3 even if MAS shareholders at the time have the right to withdraw their
acceptances, this will leave such shareholders who accepted the Hyprop Free
Option with inferior consideration and no remaining options.

1.2.5 The absence of a fixed minimum consideration undermines the Hyprop Free
Option’s enforceability and may render it invalid under basic contractual principles
due to lack of consensus on essential terms.

1.2.6 For this reason, we also question whether the Hyprop Free Option satisfies the definition of a valid Voluntary Bid under the MAS Articles, which we believe
requires a binding offer with a fixed or determinable minimum price.

1.3 The Hyprop Free Option is materially inferior to the PKI Voluntary Bid, uncertain and serves the interests of MAS shareholders with oversized positions in Hyprop

1.3.1 We refer you to the comparison between the PKI Voluntary Bid and the Hyprop Free Option which accompanies this letter, and which explains that –

1.3.1.1 the feasibility and timing of the implementation of the Hyprop Free Option is highly uncertain. In comparison, the PKI Voluntary Bid offers MAS
shareholders a high degree of transaction certainty;

1.3.1.2 from a pure upfront economic standpoint, both PKI’s cash offer and cash
capacity makes PKI’s cash consideration decisively more attractive than the
cash consideration offered in terms of the Hyprop Free Option. Hyprop, which
currently holds no MAS shares, has allocated a cash pool of approximately €40
million, an amount that would cover less than 5% of total MAS shares in issue.
By contrast, the PK Parties already hold approximately 35% of MAS, meaning
that PKI’s cash component, if not increased, would be sufficient to cover at
least 17% of the remaining MAS shares held by other shareholders. Hyprop’s
limited cash offering, while superficially more attractive than the low implied
value of its share consideration, is in reality a smokescreen designed to
obscure the underlying weakness of the equity swap it proposes. The real
substance of the Hyprop bid lies in the share exchange, which offers poor
value, particularly in comparison to the alternative available under the PKI
Voluntary Bid. PKI’s preferred shares, by contrast, offer materially superior
value. These instruments are backed by a floor price that is significantly higher
than the value implied by Hyprop’s share ratio, and provide MAS shareholders
with a far more secure, euro-denominated return profile than a forced
conversion into rand-based Hyprop equity (see paragraph 1.3.1.3 below);

1.3.1.3 the PKI preferred shares offered as consideration under the PKI Voluntary Bid, structured as 5-year non-voting redeemable preferred shares, offer a
considerably higher value and a significantly lower risk profile compared to
Hyprop equity shares listed on the JSE –

1.3.1.3.1 whereas the preferred shares pay out 90% of adjusted MAS NAV per share, subject to a minimum price of €1.50 per share adjusting at 7% per year,
Hyprop’s equivalent price amounts to €0.88 per share (i.e. 42% lower than
PKI’s minimum price and 22% below the closing price for MAS on the day
when the Hyprop Free Option was made)

1.3.1.3.2 whereas MAS NAV and thus the preferred share redemption value is
expected to grow in euro terms, given historic trends, the opposite seems
to be likely for Hyprop’s shares;

1.3.1.3.3 whereas shareholders holding PKI preferred shares benefit from a certain cash exit, Hyprop shares offer no such certainty. MAS Shareholders
receiving Hyprop shares would need to realise value by selling them in the
open market, which may prove challenging given the limited liquidity of
Hyprop’s shares and the potential for adverse price movements; and

1.3.1.3.4 whereas the PKI Voluntary Bid afford MAS shareholders with the benefit of a built-in rand hedge, as the PKI preferred shares are denominated in euros,
the Hyprop Free Option, being entirely rand-denominated provides no
protection against currency risk for investors concerned about the long-term
weakness of the rand or seeking to preserve capital in hard currency.

1.3.2 As MAS shareholders will note from this comparison, the Hyprop Free Option only benefits MAS shareholders with oversized positions in Hyprop, and if
implemented, is expected to be highly prejudicial to MAS shareholders who are
not in a similar position.

2 Actions by a group of MAS shareholders holding oversized positions in Hyprop

2.1 On 9 July 2025, a group of MAS shareholders requisitioned a shareholder meeting (“EGM”) proposing, among others (i) an advisory resolution mandating a board committee to investigate the PKM Development Ltd (“DJV”) arrangements; (ii) the removal of Mihail Vasilescu and Dan Pascariu as MAS directors and (iii) the
appointment of four new directors (including Des de Beer of Resilient Real Estate
Investment Trust and Lighthouse).

2.2 The advisory resolution appears to have been designed to compel the immediate public disclosure of questions posed to MAS before MAS could formulate any response. In addition, some of the questions seemed to be aimed at creating the impression of malfeasance and impropriety whilst ignoring well known facts and circumstances. This approach, in Prime Kapital’s view, is not conducive to the orderly dissemination of information to the market. In parallel, Prime Kapital and certain of its executives have been the subject of repeated and often highly critical, and defamatory press coverage. This media reporting has contained numerous inaccurate, misleading, and, in some instances, plainly false assertions.

2.3 Furthermore, if the resolutions proposed at the EGM regarding board appointments are passed, the majority of MAS’s independent non-executive directors would have been nominated by shareholders with outsized economic interests in Hyprop in circumstances where their independence is questionable, at the very same time that the MAS Board will be required to assess and respond to Hyprop’s request for an exemption from the mandatory bid requirement in the MAS Articles or for a formal confirmation that no such obligation applies (refer to paragraph 1.1.12 above).

2.4 Prime Kapital has also taken note of the identities of the institutional shareholders who have requisitioned the EGM. Based on publicly available disclosures and Prime Kapital’s own analysis, it appears that these shareholders generally hold a substantially larger economic interest in Hyprop than in MAS. From an economic perspective, an opportunistic acquisition of MAS by Hyprop at a depressed valuation would be accretive to these shareholders and other shareholders with an oversized position in Hyprop, on a net basis. What they may forgo in value on their MAS holdings could be more than offset by the corresponding gains in their larger Hyprop positions.

2.5 This cumulative pattern of conduct raises legitimate questions as to whether the requisitioned EGM and public commentary (including certain press articles and
opinion pieces) are not in fact a concerted strategy by certain stakeholders,
alternative bidders and their advisers to –

2.5.1 delay, frustrate or otherwise obstruct the implementation of the PKI Voluntary Bid;

2.5.2 enable the advancement of competing proposals by alternative bidders on
potentially less favourable terms, without the need to compete directly with PKI’s
superior value proposition; and

2.5.3 appoint a sufficient number of representatives to the MAS Board to acquire control of the MAS Board to implement their strategy, and ensure that the MAS Board provides Hyprop with the exemption required from the obligation to make a
mandatory bid in terms of the MAS Articles following implementation of the Hyprop Option.

2.6 In Prime Kapital’s respectful view, the commercial incentives at play are clear. Any upward movement in the MAS share price attributable to an attractive offer by PKI may render alternative proposals such as the Hyprop Free Option comparatively less attractive. It follows that the lower MAS’s share price remains, and the more distrust and suspicion created regarding the PKI Voluntary Bid, the more likely that nonaligned MAS shareholders will accept offers that undervalue MAS, creating a strong incentive to delay or undermine the PKI Voluntary Bid and the credibility of Prime Kapital, the DJV arrangements and MAS’ current board of directors.

2.7 In addition, where such MAS shareholders cooperate with Hyprop for the purpose of enabling Hyprop to acquire control of MAS, such MAS shareholders may also be acting in concert with each other and Hyprop, and if such MAS shareholders’ collective shareholdings exceed 30% of the MAS shares in issue (excluding treasury shares), such MAS shareholders may be required to themselves make a mandatory bid to the remaining MAS shareholders to acquire all of their MAS shares.

3 Insufficient Support Without Independent Shareholder Consent

3.1 The current structure of the Hyprop Free Option has the effect of precluding MAS shareholders from evaluating and accepting competing offers on an equal and informed basis before the Hyprop Free Option becomes unconditional. By forcing early irrevocable commitments under uncertain terms, the Hyprop Option frustrates the operation of a fair and competitive process.

3.2 Importantly, Hyprop and the MAS shareholders with oversized positions in Hyprop do not currently have the shareholder support required to pursue these actions without the cooperation of independent MAS shareholders. Their strategy cannot succeed without additional acceptances. We therefore urge all independent shareholders to assess the fairness and legality of the proposal carefully before taking any action.

4 Required Action and Next Steps

4.1 In light of the concerns raised above, we urge MAS shareholders not to accept the Hyprop Free Option. To do so would be to cede control of your MAS shares to Hyprop on vague and contingent terms, with no guarantee of execution and for extremely poor value.

4.2 We encourage all MAS shareholders to remain informed, to consider the implications of the competing bids carefully, and to take such steps necessary to promote longterm value for MAS and its stakeholders.

We believe this is a defining moment for MAS. Preserving value, fairness, and governance standards requires unity among independent shareholders and a firm stance against coordinated and self-serving tactics. We remain fully committed to pursuing an outcome that delivers real and equitable value to all MAS shareholders.

Yours sincerely,

The Finance Ghost Plugged in with Capitec: Ep 1 (Bootstrapping a Brownie Business – TheHungryMute)

Introducing Makomborero Mutezo, founder of TheHungryMute:

Makomborero Mutezo, founder of TheHungryMute and winner of the Capitec Rising Star award, is in the early stages of building a food design empire.

With a mix of culinary and design skills, plus a curious mind, he shares delicious insights in episode 1 of The Finance Ghost plugged in with Capitec.

Major points covered include:

  • The backstory to the business – how travel to Germany inspired a love of food design and connecting cultures.
  • The critical importance for entrepreneurs of being curious about the world around you.
  • How a combination of skills can create a unique business, but makes it more difficult to scale.
  • The long-term value of bootstrapping a business.
  • The biggest (and most expensive) mistake made along the way.
  • How family support makes such a difference to the process.

The Finance Ghost plugged in with Capitec is made possible by the support of Capitec Business. All the entrepreneurs featured on this podcast are clients of Capitec. Capitec is an authorised Financial Services Provider, FSP number 46669.

Listen to the podcast here:

Read the transcript:

Intro: From side hustles to success stories. This is The Finance Ghost Plugged in with Capitec, where we explore what it really takes to build a business in South Africa. This episode features Makomborero Mutezo, founder of TheHungryMute, purveyors of the finest gourmet brownies.

The Finance Ghost: Welcome to the first episode in this new series, my partnership with Capitec Business Banking. I’m very excited about it! And we are aiming in this podcast series to bring you just wonderful stories of South African entrepreneurs as well as some really useful resources – stuff you can learn from, stories to inspire you and lessons from the real world of these South African entrepreneurs and what they are out there building.

On this episode, we are very lucky, I think, to welcome Makomborero Mutezo. I really like the product that he’s building. These gourmet brownies, they are fantastic. I’ve had the opportunity to taste one myself and I must say, they are delicious.

Now, the business is called TheHungryMute and obviously in this case it’s a play on his surname as opposed to the traditional use of the word mute, which would make it very difficult to have him on a podcast with me of course!

Mako, welcome to this podcast. It’s lovely to do this with you.

Makomborero Mutezo: No, awesome. Thank you so much for having me.

The Finance Ghost: It’s a pleasure. And of course, powered by Capitec Business Banking here, they’re making this all possible and we’re very grateful to them for that.

So I think let’s get into it – and for me, I’ve always believed that if you just do the right things in business, people will notice. I guess you being on this podcast is proof of that. The Capitec team have seen what you’re up to and you got onto their radar and they suggested you as a great guest, and from the chat that we had before this podcast, it was very clear to me that they were 100% right. You’ve recently won a Capitec award as well. So I’m going to open the floor to you to firstly, just tell us what TheHungryMute is all about and then secondly, tell us about this Capitec award and how you got noticed.

Makomborero Mutezo: So, as you mentioned, my name is Mako, also known as Makomborero, and I am the founder of TheHungryMute, which is a food design studio. And what that entails is I’ve combined my background in culinary arts and just the ability to make and create high quality food products in a safe environment, and also things that we can cater to different dietary requirements or cultures. And we combine that with our skill set in design, which means art direction, product design – just so that it’s easier to translate some of the products that we’re creating and also experiences, because we don’t always want to focus on the food that we’re making, but maybe also assisting other people within the food industry or FMCG.

The Capitec award that we won was the Capitec Rise Award. And we won that at one of our biggest markets, which was at the Decorex design convention, which was held in Cape Town. What we basically won was the Rising Star award, meaning that we were a new SMME business that is youth-owned. And we came to become finalists through a selection of panelists that got to go around the Capitec Handmade Africa environment that was there at the Decorex Convention Centre.

The Finance Ghost: Did you feed them brownies? Was this part of their decision?

Makomborero Mutezo: Yeah, that’s the crazy part. As I’m getting there, we were the only brownie company or food stall that was situated in this convention centre that’s not associated with actual design, Decorex.

The Finance Ghost: Amazing.

Makomborero Mutezo: So they selected us based on the hospitality we gave, our product design, our brownies, the quality of them, and also just the unique variation of flavours and dietary options for people to purchase from.

The Finance Ghost: Yeah, I think it’s really clever, right? Because you wouldn’t traditionally think, okay, I’m a food business, let me go to something like Decorex. And yet, because you see yourself in such a design flavour and with that lens as well, there you were. And look at what’s come from that!

It just shows if you can find innovative ways to put yourself out there, including in places where people might not expect to find you, you just broaden your reach and you broaden your appeal in the process, right? And a whole bunch of new people can find you. I think that’s a key learning there.

Makomborero Mutezo: 100%!

The Finance Ghost: You know, as you look at it today, you have the successful brand. It’s a very cool brand. I would certainly encourage listeners to go and check out the website, check out the socials, just look for TheHungryMute. And if you find a whole bunch of really cool looking brownies, you are firmly in the right place, I promise. But like so many businesses, it was humble beginnings here. And that’s always a very inspiring story, I think, when people build something up from just a little bit of an idea and a dream and a bit of experimentation, and then suddenly they wake up one day and they have this wonderful business, there’s so many like that.

What was the backstory here? What was the inspiration for getting you to start this business? How did it actually happen?

Makomborero Mutezo: To track back and just try get you as much information as I can, it was when I was in high school, I already had an idea. They already entertained the idea of what you have to study when you’re done here. And I was already doing screen printing on T-shirts with my friend. I just always wanted to be a part of something that makes high quality items because I saw sneaker brands like Nike. My mother would travel a lot with her work, so I’d always used to ask for sneakers I’d see on the Internet, because I lived on the Internet trying to find how to see the sneaker, the design of it, the quality of it and just the people who are buying it. It was just always related to quality. And I wanted to be associated with an industry that has quality. So that was going to be making something – design and food.

After I went to an exchange program in grade 11 for a German exchange program – I took German as a language and instead of Afrikaans, these opportunities came about – and I was able to see food design studios in Hamburg and Berlin that were operating with this logic of they can connect the designer to the food stylist, to the web developer, to the graphic designer, to the chef, to the packaging department and they’re all in one place. And I really wanted that because now we can look good in terms of the clothing that you dress, the quality of it, you can eat good in terms of the value supply chain, the care, the safety, the food quality. And then also you can present it in the best manner possible. Now we’re looking at retail, we’re looking at the way it’s presented. Graphic designers, the front-end. So just that combination of the back-end and the front-end is how I ended up studying Capsicum, the culinary arts program in Pretoria. And that is where I started my journey, given that I had to return from the exchange program.

The Finance Ghost: Such a lovely story actually. And there’s just so much in there to unpack. I think the one thing that jumped out at me is that you started out not with food, but with T-shirts and design. And I think again, when you talk about the business and you talk about it through this design lens, the food is almost the product – I think later on it had to become something where obviously you went and studied this and everything else, but you have a design lens.

Makomborero Mutezo: Yeah.

The Finance Ghost: So it’s very much about what will this end-product not just taste like, but also look like, which I think is quite interesting and we’ll talk more about that later in the show.

Another thing to just pick up on, or I actually wanted to ask you, is how good is your German? It must have been a pretty interesting experience to go and travel to Germany.

Makomborero Mutezo: Ich spreche Deutsch, ja, ich heiße Mako, und ich bin Food Designer. After that it just goes away because now it’s been, what, six years? I hope to be speaking many languages, because food – you don’t have to speak to someone to get the logic or the recipe or the flavour. But when you put a visual aide to it, now you have to almost acclimate yourself to someone’s culture, language, food biome, nuances.

The Finance Ghost: I think another point to maybe just raise there, which is interesting – we talked about the Decorex experience and how you did something unusual there and how that drove the business you have today. I mean, there’s another great example, right? It’s not the standard choice to say, okay, I’m going to study a European language, maybe in high school, and then go on the exchange program. Again, it’s just all these different things, these experiences come together to give you this unique skill set, this unique lens on the world.

Then you’ve layered on formal education, and I think that these concepts are underappreciated by far too many people. There’s kind of this belief in the market that anyone can start any business, and it’s very easy once it’s successful and you’re looking from the outside in and, oh, I could also have done that. A lot of people think that way. And generally speaking, people who think that way haven’t done it themselves. It’s that old story of it’s very easy to sit on the couch and have a strong view on the game, but it’s not you out there playing it on the field.

And that, I think is one of the key learnings from you, is for those who are interested in entrepreneurship, get out there, learn different things, learn a new language, travel, meet people from a different country. Is that something that you would say is in line with your belief system? It certainly seems that way. And where you do have aspiring entrepreneurs who think that maybe travel is a good thing to layer on, what would your advice be to really get the most from that travel experience, to really grow as much as you can as a person?

Makomborero Mutezo: So when I was a kid, my dad specifically, he loved travelling and he would always do these abrupt and spontaneous – on Sundays, Fridays, Saturdays, we just leave and we drive really far, unnecessarily far, and you’d really get to see the country! And my regards, I didn’t get bored, I would just look. And he spoke quite a few languages so that I’d see the way he’d interact with people. The fact that he can talk to someone from Mozambique and then talk to someone from Limpopo, then talk to someone from KwaZulu-Natal, I thought that was pretty crazy. And in those small conversations, I’m looking at where we’re travelling, I’m looking at where we’re going. I’m looking at the design. I’m looking at the posters. I’m looking at the art on the wall. I’m looking at the graffiti. I’m looking at the quality of the roads. I’m thinking about how businesses operate, because if it was difficult for us, how would it be for a bus that’s travelling there?

So you’ll see the small businesses, you’ll see the large businesses, you’ll see where development is happening, you’ll see where there is money, you’ll see where there’s no money, you’ll see where there’s art, but there’s no support. And all those things, I think, contributed to who I am now. Because when I travel, I’m always looking.

And I like being in a community, going to markets, talking to people, those small things. When people try, say they want to provide an experience, I think travel allows you to do that. And then in your background, you can kind of take all of those experiences and package it – whether it’s an experience, a taste, a nuance, a cultural reference, a colour, all those things. There’s something that always feeds back to the space you are in.

The Finance Ghost: It’s that sort of cultural immersion, but also looking at the world around you. And there’s this interesting chicken-and-egg debate, which is to say, if you are an entrepreneurial-type person, you’ll take whatever experiences are thrown at you and you’ll see them in a different way. Conversely, if you’re not an entrepreneurial-type person, you can go on exactly the same trip, travel to exactly the same places, and your overall observations won’t be anything close to the way you’ve just described it. So, I do believe that not everyone can be an entrepreneur. That’s honestly my view. It’s not always a popular opinion, but I think that is a reality. And I think the trick is if you are someone who is entrepreneurially minded, if you can then throw as many experiences as possible at your brain, you have the best possible chance of then getting to where you want to be.

So, an entrepreneurial person with a lower experience set will still find a way. But if you can get that combination right, where it’s someone who’s just so curious about the world around them – and I think an entrepreneurial mindset is just curiosity. I really do think so. It’s looking at the world around you and saying: wow, how does this work? Why doesn’t this work differently? Why hasn’t someone done this? You see stuff, but you imagine what it could be, right?

Makomborero Mutezo: That was literally me in Germany. The truth about entrepreneurship also is that companies have that global language. So you have to look at it in two ways. It’s either you run the business and you have to get to a point where you have to speak to everyone because there’s 7 billion people. But if you choose to nuance your business, niching out is the hardest thing. Unless you’re in finance, tech, data, or you offer a digital product, how do you speak to everyone when it’s not a digital product? You speak to a very specific target market and that’s not always good for financial growth. So you have to also look at it like that – do you want to make money? And if you do, you’re going to have to learn to talk to everyone. So, yeah. And travel.

The Finance Ghost: Yeah. So it’s an interesting point. I think there is an element that if you want to get really big, then definitely you need a total addressable market – that’s the technical term, or the TAM – needs to be as wide as possible. But I will also say when you are trying to disrupt, you’ve got to try and pick the weakness in the armour. You’ve got to find the little piece that you can go for where you can be different, because you definitely can’t wake up overnight and start fighting with the established players across an entire product range. So most of the disruptors that you see emerge, they start with one thing.

I mean, Capitec actually, who are making this podcast possible, that is a great example. It’s only really now that they’re starting to seriously push into business banking. Before that it was very much retail banking. And just piece by piece, they’re now going after the established names in the market. And I think that’s a really good example of the power of doing that. So as you say, it’s brownies today, it might be something down the line, but you have to start somewhere. You have to start with a product that people can taste at Decorex and that you get noticed with.

Makomborero Mutezo: 100%!

The Finance Ghost: And I don’t know that entrepreneurs do that enough, right? I don’t know that they say, okay, what can I win at upfront?

So this leads me into the next question I wanted to ask you, and then maybe you can comment on that as well, which is around this concept of the combination of skills that make you unique and interesting. And obviously, you take that combination of skills and then you use that to go and disrupt. You use that to go and find just that starting point, just that niche where you can actually get going. And when we were chatting before this podcast, I mentioned Scott Adams to you, the creator of Dilbert, who I came across through Tim Ferriss. And I can honestly say the existence of The Finance Ghost today is largely because of that.

I remember reading that interview, and I closed the book and I thought, okay, that was what I needed to get from this book. Now I need to go and do it. And all it says is: you don’t have to be particularly great at any one thing, but if you’re good at a few things and you can find the intersection of those skills and then build a business around that unique combination of skills, you can end up being great at that combined thing as opposed to great at one thing. And I think what’s interesting with you is it’s the combination of the design skillset and the food and this worldliness, curiosity, travel – if you add all three of those things together, you’re a very interesting and unique person, and you’re using that to then go and build a business. So I’m curious what your thoughts are on that and whether that feels like it’s been your experience.

Makomborero Mutezo: That’s a super great question. And I’d like to combine it with what you just said previously about how many entrepreneurs don’t always grab one thing and then focus on it.

So, yes, I think I noticed it maybe three years ago or four years ago. It wasn’t long. It was two years before I started the business. Just after Corona. I remember I was stuck and I couldn’t even start a product at that time. I really wanted to, but I couldn’t because everything was shut down. Just the idea of one of our flavours, Pitori Chipi, we use ube. And ube is not grown in Africa, so how would I even have gotten that ingredient in Africa, let alone worry about getting out of my own house?

So at that time, I was using my skill set in graphic design and website design, because prior to starting the business, we’re always doing website designs for people on WordPress, so it wasn’t difficult to sell those services to people.

And as time slowly increased and the lockdown parameters released and got a little bit calmed down, I started noticing something unique. So as the people I assisted in design got open and money started flowing again and they were in the economy, they wanted services in food and products and small things like birthdays, weddings, baby celebrations, or even a baby shower. And I was thinking to myself, I find it interesting how all these clients are all still being funnelled through me and I’m still doing the same creative services. But I went from design into now making muffins and then packaging them or making biscuits and I’m packaging and labelling them and I’m designing the boxes and the dielines or making a bridal shoot and we are now creative directing how the food should look and what the plating and catering should look like.

And then I was like, okay cool, now something special is happening here and I can’t ignore it because now I can literally help someone print a T-shirt, I can facilitate the actual process, project manage it, I can also do client management – it’s not just being kind, but it’s managing a client, making sure there’s business in the future – and I’ve also learned that I’m not an entrepreneur because I can do everything. I’m someone who’s trying to make sure that this business is financially, legally and just, just good. You know, when you get there, there’s a department for design and there are deliverables that we need to meet. There’s a department for food and the food safety is there. Occupational Health and Safety is there. Ingredient selection, value supply chain and preparation as a chef. And then there’s the food designer who’s thinking about all of these things and putting them together. Art direction, food styling, website, product development.

And when you start addressing and being accountable to yourself, you realise that it’s really not about entrepreneurship, but it’s more like this has to be done or else I’m not going to be having a conversation with The Finance Ghost. I’m not going to go to Decorex Cape Town. I’m not even going to do all the markets we did in Pretoria. I also have to make all these other people’s jobs easier by combining those skill sets and showing up, but also focusing on one thing so that I don’t do too many things.

And that’s what I realised – as the youth, that’s where we get stuck. You want to do one thing, but then you end up doing so many things around that one thing, you complicate it. Where you should do one simple thing and then make everything around that thing complicated, like I’ve gone through – cargo is complicated, getting brownies up and down. Dielines – complicated, expensive, but worth it. Flavour selection – complicated, but people love the flavours and the ingredients. It gets simplified through the vessel of a brownie.

The Finance Ghost: So I think that comment around just how many skills you need to actually get a business off the ground, it really resonates with anyone who has started a business because again, if you want to be a small business owner, you are going to have to learn how to do every single process in a business, at least to some extent. And then you’ll find that you’ll need to get specialists in, where you either just run out of talent or it’s something that is so fundamental to the business that you need to get someone in who knows how to actually do it. So, case in point, I can’t build a website in WordPress, but I run the back end of my website. I do all my own uploading of stuff, all the images, all the resizing – I’ve certainly learned my way around Canva and all those sort of tools, etc. It’ll never be 1% as good as your design work, because I don’t see it as design. I see it as just making the images, just the basic stuff, that’s it.

There’s another concept that comes through in what you’re saying, which is how people also want to work with people they like. So if you can go to them and you can build them a website and they like you, then if you can also sort out brownies for their next function, they’ll use you as well. They have no reason not to. And this is another point about entrepreneurship, is it’s about building that network of relationships. And you’ve got to do everything well enough that people then recommend you to their friends.

So my favourite quote of all time is: greatness is a lot of small things done well. And the point is that it’s not about doing one thing particularly great. It’s about a whole bunch of small things. And if you do each one really well, it adds up to greatness. And that really comes through, I think, in what you’re saying.

But the problem with this combination of skills, of course, as I’m sure you’ve experienced, as I’ve experienced, it’s very hard to scale yourself. It’s very hard to find someone who has the same combination of skills as you. What you have to end up doing then is figuring out, at least in my experience, is almost figuring out which part of your skills can maybe be outsourced, or how can you get some help that actually doesn’t detract from what you’re doing as a whole?

What’s your experience been with this, in terms of finding another person like you to help in the business? Has it been a struggle to find help? How have you approached this? Because it’s one of the biggest challenges for any entrepreneur.

Makomborero Mutezo: That’s a beautiful question. When I started the business – we’ll talk about it later, but my mother’s a professor, so I’ve seen the academic side of a thesis and the intention behind it. When I started my business, knowing that food design is not in the country, this is my thesis project. So by the time I get to Barcelona and go study, my goal was basically that all of these skill sets that I have, at least find one person within them in the industry who can always be assisting or helping you. Almost like freelancing, but you have them on like a payroll, but not really like a payroll – they only work on work when you give it to them.

So the idea when I was looking at food design, I wanted to feed the people that could possibly help me. So not only am I sharing my skill set, but I’m also sharing my community.

A close friend works in design and he works for an agency, but I can easily ask him to do the work and pay him agreed amount. And that work can be done very efficiently without me having to do everything in one day because I don’t have time. Or sometimes if I need my dielines, someone at the factory that we print at, we have a great relationship, so I’ll just leverage the person who’s already there in our value supply chain to assist us, instead of me always trying to find youth to help because skill and things that need to be done are always not on the same level.

So I just always – the people that I’m building relationship with now, I use them to help us when things get really tough. And I don’t have all the skill sets to do it at the same time.

The Finance Ghost: It’s not going to be an easy journey, but it’s something that will have to happen over the next few years because of course there’s only one of you. And that does make, that does make it difficult, right?

Makomborero Mutezo: Yeah.

The Finance Ghost: I think we need to move on to funding. And obviously this is such a tough thing for entrepreneurs. It comes up all the time and entrepreneurs always say there are low levels of access to capital and people need to lend to SMEs and invest more in SMEs.

My background is in investment banking. I understand the risk weightings that get put on these things. And unfortunately, many SMEs are just not investable. There’s a reason why they can’t raise funding, is because they’re not investable at that early stage, sadly. And then over time they become more investable and that’s where obviously the likes of a business bank like Capitec will step in etc. But I think what’s really interesting with you and what I think is always a very good approach for any entrepreneur, if they can get it right, is to bootstrap their business. So instead of going and raising equity and getting other shareholders and all the complexities that brings down the line, you bootstrapped this business, much like I did with mine.

And I think what’s particularly cool is that you shared with me…

Makomborero Mutezo: I’m in the club!

The Finance Ghost: Yeah. Look, it’s not always an easy thing. I had a lot of luck along the way, I’m not going to lie, I really did – in terms of consulting opportunities that could pay the bills in the meantime. Very inspired by the Phil Knight and Nike story in Shoe Dog. I always recommend to people, if you’re going to read one of the books along those lines, make sure you read Shoe Dog because it shows you that the hustle is real. It’s the cliché, but it’s so true.

And I think there was a lot of hustle for you. There was a lot of using your skills to pay for services. That’s part of how you bootstrapped. I’m just curious what your thoughts are, looking back on that process. Would you go back and do it again? Would you recommend it to other entrepreneurs as well?

Makomborero Mutezo: Great question. This is even a short answer, hey – 100% recommend bootstrapping! Just need to make sure that you’re emotionally stable person and you know how to regulate yourself. And that’s a serious thing. No jokes, man. Like really regulate yourself.

Two, I appreciate bootstrapping because it teaches you how to pay back people. Because of that community that I leverage, if you don’t pay someone, they won’t do the work that you ask them to do. Even if you haven’t – like, they won’t do it. Just pay people.

Number three, more work gets done and you become a more reliable person when you bootstrap. Because as you make the money, you have promises and you need to pay things back. And the only way to bootstrap, from what I’ve noticed is, as you’re making the money, there’s not really profit. It’s all about making sure that you have an opportunity to continue bootstrapping for time immemorial until things are a little bit better. And it’s super great. It’s super amazing, and it’s taught me so many lessons that I don’t think being invested in would have showed me. Because it’s different when you have to pay for cargo and you know that the money you made two weeks ago has to stay. Or, it’s different when you have to ask that one person – one thing I’m proud of, I don’t ask a lot of people for money, which is great because I’m not here to become a credit facility’s best customer.

Bootstrapping is great. I fully recommend it. It’s a great lesson to learn. And if you’re young, that’s the best way to just figure out how money flows up and down, especially when it’s not on someone else’s pocket. It’s your pocket.

The Finance Ghost: Yeah. And without getting into any of the technical financial stuff, which I think is well outside the scope of what we’re trying to do in this podcast series. But equity capital is the most expensive capital you can raise. It feels like the cheapest because it doesn’t come with an interest cost, but long term, it’s the most expensive source of finance. And the beauty of bootstrapping early on, is if a day comes where you do want to raise equity capital, you’re now speaking to a potential investor from a position of immense strength. It’s like, hey, I have a track record, I have a business – and then you suddenly are holding the cards. Actually, I’m the asset here. You are just money, and so is everyone else. So why should I be with you? As opposed to when you’re raising without that track record, you’re kind of on your knees saying, please, just give me a chance.

And of course, down the line, as that business is more established, you also can then actually raise debt, which is the cheapest source of finance. It just comes with interest cost. Once the debt’s repaid, you still own the whole business.

So it is an important lesson, I think, for entrepreneurs to learn over time. As I say, beyond the scope of this, but something that I think is always worth mentioning. And, yeah, much respect for bootstrapping. I think it is the way to go, if you can.

Makomborero Mutezo: Game recognises game.

The Finance Ghost: Yeah, yeah, exactly. One of the questions I wanted to ask you as well, which is quite a cliché question for a podcast like this, but I think it’s a good one nonetheless, which is just around mistakes. And every business owner has made them! Do you have one that you remember as your most painful, most hurtful?

Makomborero Mutezo: Yes!

The Finance Ghost: There we go. Straight away, the man says yes. Okay, let’s hear it. What was that ugly situation?

Makomborero Mutezo: So, four weeks before DStv Food Festival, I was super excited, super keen. In terms of the business, as I said, we’re very global. It’s an African – biggest African food festival. And food and beverage. Food and drink. I’ve been seeing this since DStv was in my house, yoh 10 years back.

So, like, now we’re there, I’m super excited. And this was the first time we actually got into, as you saw with the bootstrapping and equity leverage, manufacturing, you know, now we’re pushing brownies. I’m baking more than 40 batches at once.

So, cool. It’s the first time I do it. And 40 batches is equivalent to, let’s just say – I’ll tell you how much it’s worth. But 40 batches were put in. I did immense planning, immense value sourcing for the ingredients and the value supply chain. I did everything to the T. All the mistakes I made to get to this point, I thought I was ready. Budgeting is great. Everything is beautiful. And it was a afternoon, 3 o’clock, I was at my incubation in Silverton and they were about to knock off, two hours before 5 o’clock. And I messed up 40 batches of brownies because of one little mistake!

And the reason I remember this mistake was because there was a domino effect. The reason I forgot the recipe and that bulk sizing was because I was stressed and worried that as an entrepreneur, that all these risks I took actually culminated to something efficient. So when I noticed that I forgot a particular amount of flour, all those 40 were already bad. And you think to yourself, I hope you didn’t waste them. No, I didn’t waste them. We found a way to resuscitate them, but they just want that quality that got me to DStv, if you can get what I’m saying. So now I was stuck with all of these things and like, oh, I was dead. I was two days before the show. I didn’t want to do it anymore. We had designed a new bar table, it wasn’t done. There’s so many things going wrong. And that batch was worth R16,000.

And I’m looking at this, I’m just like, yoh, that could have been profit, plus markup. And it had a real knock on effect. But I had to get over myself. I did the show. We didn’t sell out. People bought, great. SA Tourism saw us and they loved one of our flavours and there were more positive than there were negatives. But I’d never lost so much money like that on my own accord under a business structure. So, yeah, that was the biggest mistake, I guess.

The Finance Ghost: Ja, no, it hurts. I mean, I can imagine. And this is the problem with the food business, right? You’re only as good as your last product, the last thing that someone tasted, you’ve got this one shot, they’re probably going to buy something from you, possibly only ever once, maybe. Or you’ll get repeat customers and they’ll come through. It’s got to be good every single time. That really is difficult and especially when you’re doing a show that size or whatever. So, yeah, it’s not a joke.

Again, if entrepreneurship was easy, absolutely everyone would be doing it. But they are not. And this is just one of the hundred reasons why not.

May that be your biggest ever mistake. I will tell you, in the greater scheme of where you’re heading in your life, R16k, I think you said, is thankfully not a lot versus where you’re going to take this thing. So may it stay that way.

I think looking to the future as we start to finish the podcast off, just in terms of the next few years for you, strategically, where is your ambition with this business? What would move the dial to get you there? And let’s face it, people might be listening to this podcast and I’m sure they’ll be thinking, wow, this is an impressive young entrepreneur. We need to chat to this guy. What kind of conversations do you want to be having? What moves you forward?

Makomborero Mutezo: Oh, that’s great. So the first five, I’d say now conversations I’d have, would be financial investment in terms of not just money, but like someone who comes through and says, listen, I know you want a distribution centre, I know you want to set up a shop, I know it’s not an outlet – it needs to be able to bake, produce, package and ship. Let’s have a conversation and get maybe 150 square metres and see where we can start from there.

Second conversation I’d love to have is maybe speak to people in the packaging industry who have access to creating dielines and just making it easier for us to make more products that aren’t always associated to paperboard. Maybe they can assist us with making sealable plastics that are eco-friendly or they can help us get pouches that we can design and just make it a little bit more efficient in terms of how we package our products.

Thirdly, it would be helping us begin our community engagement or NPO. The idea there is I usually give out brownies to orphanages because I know that they don’t have parents and they have birthdays. So it’s a nice way to celebrate someone’s birthday, without buying a cake. I’d love to do a lot more, giving back because that’s super important, just to me at least – the business started in a church, so the community element is super important to me. And having an NPO, a strong one would be great, because brownie points – the point is it gives itself away!

Then the fourth one would be educational. Staunch – I believe in education because as we feed designers, we’re feeding into the idea that these are the people that build our world. Whether it’s financial, digital, design, industrial, these are the people that feed and make our world. So I think it’s always good to feed back into education so that we can have more food designers in South Africa. And having more food designers is only going to increase the quality of the food product and also just any food experience relating to our country’s food ecosystem.

And then the last one would probably just be scaling on a real measure – IDC chats, how do you get a factory? Something like Krispy Kreme in Midrand, where not just the distribution centre, but now you’ve got trucks going to markets. We’re helping youth with jobs for the first two years of when they go into varsity. How can we really get people jobs? One thing I’ve solved for myself, when I started this, I worked and now I’m not working, but I’m working for myself.

The Finance Ghost: You know, you talked about community there. You clearly are someone who thinks about how what you’re building can actually have a positive impact on others. And you’ve mentioned your family a few times, which is interesting. And I know that you’ve mentioned to me that your mom is a professor in risk management. You talked about how, I think you said your dad would pack you guys in as a family and go on these long drives. But the hilarious thing about this and the universe definitely has a sense of humour is if I understood correctly, you and your siblings are basically all entrepreneurs who got sent to this mom who is a professor in risk management. I mean, I can imagine the sleepless nights this poor woman has suffered, thinking about your businesses! But of course it’s risk management, right? Not risk avoidance. And maybe that’s where the skill comes from. So, I just want to finish off there. Just talk to us about the extent to which this family setup has really played a role in what you think you’ve built.

Makomborero Mutezo: It’s played a super important role because one thing I will say unapologetically is sometimes it’s not always about the person’s role as what they do and what they did, but just being able to grow up and the life I’ve had and being around my mother, who was also in risk management, and then my sister, who has a business that’s over 10 years old now, Madam Waste – just being around them has affected me. Not only the discussions we had or blatantly talking about entrepreneurship and looking at the examples around them, looking at the thesis papers, looking at how many people don’t succeed, looking at how many people actually fail. There’s a lot of youth that don’t make it to where I am. And I can appreciate that because that’s a fact. It’s not my emotion and it’s like I see that through what my mother does and what my sister does and what my brother shares with me. So, they have been super supportive. And I’m not only talking financially, but just the idea that they were willing to hear these risks I took because I told them five years ago what I’m going to do. And it’s such a blessing to live through those words that we see that what I actually did is what I said.

The Finance Ghost: Thank you so much. I mean, this has been such a great conversation. It’s actually been quite a lot longer than we initially planned, but there’s been so much to unpack and it’s absolutely been worth it. I would encourage anyone listening to this, if you have found this to be an impressive conversation as I have, then go and check out thehungrymute.co.za. Go and have a look at the delicious brownies. I strongly recommend you don’t go on an empty stomach because you will start to convince yourself that you should be hitting the order button. Although of course, maybe that’s what you should be doing!

So go and look at it when you’re hungry. Go and buy some brownies.

My thanks to Capitec Business Banking for making this podcast possible and for just putting the spotlight on such a great, feel-good South African story. We really are such an innovative, creative country and I think we have an amazing food culture, and it’s so good to see this kind of thing coming through.

So, Mako, I really wish you all the very best, and I do hope you won’t be a stranger. And I look forward to seeing this brand go from strength to strength, which I’m very sure it’s going to.

Makomborero Mutezo: I am super lus for the future, and I appreciate the time and the platform.

The Finance Ghost: Brilliant. Ciao.

Real stories and real people. Yours could be next. Plugged in with Capitec. Capitec is an authorisedFSP 46669.

WeTransfer: rage against the machine

WeTransfer was in hot water this week over an (apparently) ill-worded change to their terms and conditions. User outrage seems to have brought them back down to earth for the time being – but questions around digital permissions, data ownership and AI training continue to loom over the tech industry. 

There are two types of people in the world: those who carry around memory sticks, and those who use WeTransfer. And with remote working, many don’t have much choice but to be the latter.

I remember the first time a client asked me to send a file via WeTransfer. I was deeply sceptical about this service that just existed on the internet. So you’re telling me that I can upload large files – for free – without even creating a profile, and just send them whizzing through the net, to be received in perfect order by my client? I was doubtful – and yet, it worked perfectly. Since then, I estimate that I’ve sent and received hundreds of WeTransfers, if not more. 

I’m sure that my experience is not a unique one. Most of us have come to think of WeTransfer as the trusty digital courier that we actually want on our team. No clunky installs, no intrusive ads, and (best of all) no size limits. Just point your browser to WeTransfer.com, drag in that 5 GB design mock‑up or 2 GB video edit, enter an email or two, and hit send. Moments later, your recipient has a link to download everything. Simple. Elegant. It’s no surprise that WeTransfer soon became the tool of choice for creatives, particularly  photographers, filmmakers, graphic designers, and marketing teams – basically anyone who works with files too big to fit into a standard email inbox.

But this week, that trusty magic hit a snag. A small tweak to WeTransfer’s Terms of Service, initially buried in legalese, sounded an alarm bell for thousands of users. The change was made to Section 6.3 of WeTransfer’s Terms of Service, which specifically referred to granting the company “a perpetual, worldwide, non-exclusive, royalty-free, transferable, sub-licenseable license” and allowing it to use uploaded content “for the purposes of operating, developing, commercializing, and improving the service or new technologies or services, including to improve performance of machine learning models that enhance our content moderation policies,” as well as “the right to reproduce, distribute, modify, prepare derivative works based upon, broadcast, communicate to the public, publicly display, and perform content.”

Put simply, under the new terms, that beautiful design you just transferred could be used to teach an algorithm how to spot “good design”, and then potentially generate something similar, all under WeTransfer’s roof. For free. For them, not for you. As that old story goes: if it’s not obvious what the product is, that’s because you’re the product.

That tiny phrase, set to take effect August 8, suddenly felt like handing WeTransfer (and anyone they license or sell that right to) a perpetual, royalty‑free key to a creative vault. And creatives were not having it. 

Why creatives saw red

Across the creative world, fear is spreading fast – and not just around WeTransfer. Adobe came under fire in June 2024 after quietly updating its Creative Cloud terms to let “automated and manual methods” access user content, sparking an immediate backlash from photographers, graphic designers, and document creators. Within days, Adobe clarified that it will not train AI on customer work nor claim ownership over it, and rolled back the controversial language 

Meanwhile, Meta included clauses in its privacy policy allowing public posts and comments to be used for training its AI models, including Llama and its new Meta AI assistant. EU regulators forced a pause in June 2024, but Meta resumed using public content in the EU and UK after securing assurances, and continues training with US public data.

Even Zoom wasn’t immune. In mid‑2023, terms surfaced that implied meetings and chat transcripts could be used for AI training, prompting widespread concern. Zoom clarified that it would not use audio, video, or chat content for training without explicit consent.

Bottom line: This isn’t a WeTransfer-only problem; it’s the latest flare-up in a sweeping industry trend. Tech companies are increasingly treating user content as AI training fodder, often hiding the permissions to do so in legal fine print. And, time and again, creators are fighting back, pushing for clarity, consent, and real control.

At the core of the latest backlash was a deep sense of betrayal. WeTransfer had long been seen as a friend to creatives, a rare tech company that talked the talk when it came to respecting privacy and supporting artistry. Finding out that a new clause could quietly hand over the rights to use, remix, and monetise work felt less like a policy update and more like the rug being pulled out from under the people who made the platform what it is.

WeTransfer’s rapid backtrack

Within 48 hours of the backlash, WeTransfer came sprinting out with a digital fire extinguisher in hand – a press release. The company was quick to clarify that they’ve never used user files to train AI models, they don’t currently share or sell content for AI development, and the clause in question was just a bit of legal scaffolding for some hypothetical content moderation tools that might be built one day. There are no AI experiments running behind the curtain and no shadowy deals with data-hungry third parties. At least, that’s for the time being.

To help restore trust, the controversial machine learning language was scrubbed from the Terms of Service, swapped out for a simpler, cleaner version that sticks to basics: WeTransfer can use your files to run and improve the service, and that’s it. That means no AI, no derivative works, and no vague future-tech loopholes. They also rolled out a plain-English FAQ to break things down for non-lawyers, walking users through what the update meant and what it didn’t.

But by then, the damage had been done, and users weren’t exactly queuing up to forgive and forget. Many said they were reviewing their subscriptions, looking for alternatives, or at the very least, keeping one wary eye on the next T&C update. Because for all the soothing language and course correction, the incident shook something deeper: the sense that WeTransfer was a safe harbour for creatives. And when that trust wobbles (even briefly) it’s hard to pretend like nothing happened.

What comes next?

WeTransfer’s correction may soothe immediate fears, but it won’t erase the deeper unease about how user‑generated content fuels AI. As long as models require data to train, companies will continue eyeing every upload as a potential resource. To prevent the next backlash, platforms must embrace radical transparency: drafting terms that speak plainly about AI usage, offering opt‑in mechanisms, and even sharing revenue when creators’ work drives value. 

Ronald Hans, the Dutch co-founder of WeTransfer, had some choice words about the situation as well. He has re-emerged and announced a new project aimed squarely at creators who feel burned by the recent drama. The project is Boomerang, a new file-sharing service that, in his words, “champions creativity instead of stealing it.” Subtle? Not exactly. In an interview with Dutch newspaper NRC, Hans described the controversial changes to WeTransfer’s terms as “a slap in the face,” cooked up for the benefit of “a handful of people in suits.” Tell us how you really feel, Ronald.

Since stepping away from WeTransfer back in 2018 and watching it get scooped up by Italian tech investor Bending Spoons in 2022, Hans has mostly stayed quiet. But now he says he’s officially “out of retirement” and back to building creator-friendly tools, including a newsletter platform called Rumicat, and yes, a WeTransfer alternative that he says he started working on because, frankly, he saw this whole mess coming.

For creatives, the takeaway is clear: scrutinise your Terms of Service, ask tough questions about AI, and be ready to switch if a service overreaches. And for tech firms, the lesson is equally stark: trust is fragile. Once you trade goodwill for ambiguity, rebuilding it takes far more than a revised clause. In the end, it’s the creators who hold the real power. If they stop uploading, the AI revolution stalls. And right now, they’re watching every line of fine print.

About the author: Dominique Olivier

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

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

Dominique can be reached on LinkedIn here.

Ghost Bites (BHP | Hyprop – MAS | Quantum Foods | Valterra Platinum | Vodacom – Remgro)

Record iron ore and copper production at BHP (JSE: BHG)

And yet the share price is down nearly 10% over 12 months

This is a great example of how mining companies can only “control the controllables” (i.e. production), with overall performance actually reliant on global commodity prices. Even though BHP achieved record iron ore and copper production in the year ended June 2025, the share price is down nearly 10% over the past 12 months. This is because global iron ore prices are under pressure thanks to factors like weak steel demand in China, an issue that has strongly contributed to the seemingly inevitable death of ArcelorMittal’s longs business as well.

On the plus side, copper prices have climbed sharply in the past year, so that certainly helps. The average realised price was 7% higher for BHP. Copper assets are all the rage at the moment, with underlying drivers including global electrification. BHP’s copper production increased by 8% year-on-year. Unfortunately, they do anticipate a dip in production in FY26, with a planned lower grade in Chile.

In iron ore, production for FY26 is expected to be slightly higher than in FY25. This means that BHP would benefit tremendously from any kind of global stimulus activity, especially in China as a potential response to the current geopolitical pressures being championed by the US. Average realised prices for iron ore fell 19% in FY25, so any relief would be most welcomed by investors.

Coal prices were also under pressure in this period, with average realised prices for steelmaking coal and energy coal down 27% and 11% respectively.

When mining houses achieve their production targets, it means good news for unit costs as well. This is because of the overheads associated with production, which are then spread across a higher number of units. So, with such strong production numbers at BHP, it’s not a surprise that they are on track for unit cost guidance in most of their operations.

The group’s capital expenditure for the year is expected to be in line with full-year guidance of $10 billion. Net debt will be around $13 billion. The Jansen Stage 1 potash project is 68% complete, with a total expected capex bill of $7 to $7.4 billion for that asset and first production expected to be in mid-2027.


Hyprop finally plays its hand re: MAS (JSE: HYP | JSE: MSP)

I’m happy to see Hyprop going ahead with this

As I’ve mentioned several times regarding this situation, I wasn’t a fan of Hyprop raising capital from the market with only the vague promise of moving ahead with an offer to MAS shareholders. I’m pleased to see that they pulled the trigger on it, otherwise it would’ve set a questionable precedent around investors throwing cash at listed companies without much guarantee of what it would be used for.

For MAS of course, this adds yet more spice into the mix. We already have Prime Kapital on one side of the equation, who called a shareholders meeting that I don’t think went to plan at all. Then we have a group of South African institutional shareholders who have their own views on this situation, calling for several changes to the board. Now, on top of this, we have Hyprop swooping in with a cash-and-shares offer to MAS shareholders.

There’s a cash alternative capped at R800 million, which is in line with Hyprop’s recent capital raise. With MAS trading on a market cap of R16.5 billion, that amount won’t go very far. For this deal to have any chance of success, MAS shareholders need to be happy to receive 0.42224 Hyprop shares per MAS share. At Friday’s closing price, that values MAS at R18.44 per share. The cash offer is based on R24 per MAS share. MAS is currently trading at around R23 per share. Clearly, there are a few nuances here.

The cash offer at R24 per share is really just a sweetener. Presumably every shareholder who wants to accept the offer will ask for the maximum possible cash amount as the implied value per share is much higher. But there’s not much cash to go around, so the blender offer price is much closer to what share exchange ratio suggests.

Why is Hyprop doing this? Apart from the fact that they are putting in a pretty opportunistic bid in terms of the share exchange ratio, the other benefit is that Hyprop already has some exposure in Eastern Europe that would be much larger if they could get this deal done. If all goes ahead and Hyprop gets a controlling stake in MAS, that stake would be around a third of Hyprop’s net asset value.

Why would MAS shareholders say yes to this? Well, the price implied by the share ratio is in line with where MAS was trading as recently as the end of May, with speculative trade around deal activity having driven the recent performance. This means that for large shareholders who have been on the MAS register for a while, the Hyprop deal isn’t unappealing relative to their average in-prices. If the various deals simply fizzle out, then MAS shareholders could easily see the price drop back down to the implied Hyprop offer level anyway – or worse. Hyprop shares are also more liquid than MAS (and infinitely more liquid than the preference share that Prime Kapital initially wanted to list as part of their plan to acquire MAS), so that makes a difference as well. Hyprop describes those proposed instruments as having “unknown liquidity” – that’s a rather kind way to put it. We know that the liquidity will be close to zero on an obscure inward listed preference share, which is why Prime Kapital’s initial salvo got no traction in the market.

What’s the catch? Well, a condition for the offer is that Hyprop would need to hold at least a controlling stake in MAS when all is said and done (i.e. more than 50%). Hyprop also requires access to all the documents related to the Prime Kapital relationship and the underlying investments, with the offer only going ahead if those terms are acceptable to Hyprop. There are a bunch of regulatory conditions as well of course.

Even if the Hyprop offer proves to be popular with shareholders, there’s still a long road to walk with governance at MAS and solving the shareholder relationships.


An update on the Quantum Foods shareholder register (JSE: QFH)

Punters who hoped for a juicy take-private deal have been disappointed

In case you’re keeping track of Quantum Foods, the company has announced that major shareholders Braemar Trading and Country Bird Holdings have entered into a right of first refusal arrangement. As the name suggests, if either party wants to sell their shares, they must offer it to the other party first. If this happens, the buyer (either way around) would end up with 47.54% of the total shares in issue, so they must each currently hold the same number of shares in Quantum Foods.

The parties confirm that they aren’t acting in concert with each other or any other third party and that they currently don’t have an intention to make an offer to shareholders.

The chart is a cautionary tale about speculative buying in the hope of a take-private, as the share price has washed away since the chaos we saw in early 2024:


Flooding in February ruined Valterra Platinum’s half-year numbers (JSE: VAL)

In case you’ve forgotten, this is the renamed Anglo American Platinum

Valterra Platinum’s share price is up more than 50% year-to-date, with the market celebrating much improved conditions in the PGM sector. And yet, earnings for the first half have nosedived, with HEPS expected to be be between 76% and 88% lower. Despite this announcement coming out early on Friday, Valterra still closed over 5% higher for the day!

The market is clearly looking firmly to the future here, which tells you that the latest result is an anomaly. Indeed, the cause of the pain is a 25% drop in PGM sales volumes, thanks to significant flooding in February that affected the Tumela Mine at Amandelbult. There were some other factors as well, but the flooding was clearly the big issue.

The reason why the share price is still doing well is because Valterra expects a strong recovery in the second half, with a plan to deliver production within guidance (admittedly at the lower end). It also helps that if you exclude Amandelbult, own-mine production was actually up 1%.

There was also R1.4 billion in once-off demerger costs for the split from Anglo American, more than offset by R2.1 billion in cost savings achieved in the period. And although it affects EPS rather than HEPS, there was a R0.9 billion write-off of work done at Mortimer Smelter, with the decision taken to place it on care and maintenance.

The average realised basket price was 6% higher in dollars, boosted by a 16% higher realised rhodium price and a 2% increase in realised platinum and palladium prices.


Vodacom and Remgro announce revised terms of the fibre deal (JSE: VOD | JSE: REM)

Technically, the Competition Tribunal still needs to approve this on 22nd July

After an incredibly long process to try and get this deal across the line (the first terms announcement was released in November 2021 – and no, that’s not a typo), Vodacom and Remgro are nearly there. The Competition Commission has agreed to support the deal, with the Competition Tribunal hearing scheduled for 22nd July. Although the expectation is that it will be approved, anything can still happen.

There are some changes to the financial terms of the deal. I’m not convinced that the changes in the latest announcement capture the details of the conditions under which the Competition Commission changed its mind, so perhaps more details will emerge after the Competition Tribunal hearing.

In the meantime, what we know is that Vodacom will contribute its fibre business valued at R4.9 billion and will subscribe for new shares in Maziv for R6.1 billion in cash. They will then invest a further R2.5 billion in acquiring Maziv shares from Remgro subsidiary CIVH, taking Vodacom’s stake in the enlarged fibre entity to 30%.

Now, the R2.5 billion will be reduced if Maziv declares a pre-implementation dividend of R4.2 billion, which essentially means stripping out the excess cash before Vodacom becomes a shareholder. If this happens, Vodacom’s purchase of the additional shares would be for R1.2 billion, not R2.5 billion.

Here’s another complication: so much time has passed since the 2021 announcement that Maziv acquired 49.96% in Hero Telecoms, which means Vodacom needs to cough up for its 30% share of that stake as well. This comes to R0.6 billion in cash. Maziv is looking to acquire almost all the remaining shares in Herotel, in which case Vodacom could be on the hook for a further R0.8 billion in cash.

A further change is that Vodacom’s original option to acquire up to an additional 10% in Maziv has now been changed to 4.95%. In other words, at a value to be agreed at the time (and not less than the valuation of the current transaction), Vodacom would be able to increase its stake to 34.95%. Notably, the only party that would be diluted by the exercise of this option is Remgro, not the other shareholders in CIVH.

So, some tweaks here and there to allow for the passage of time, along with a reduction in Vodacom’s potential overall stake. Roll on 22nd July…


Nibbles:

  • Director dealings:
    • The CEO of Vunani (JSE: VUN) bought shares worth R87.6k.
    • A director of a subsidiary of Capital Appreciation (JSE: CTA) sold share awards worth R48.7k. The announcement doesn’t specify whether this is the taxable portion, so I assume it isn’t.
  • Generally speaking, 4Sight Holdings (JSE: 4SI) is a small company that behaves like a big company. The latest news is that they are acquiring properties that they currently occupy from the CEO. Now, on the one hand, this removes a related party relationship. But on the other, it means that R23.65 million will be invested in property, an asset class that theoretically offers much lower returns than 4Sight needs to be achieving. But the silver lining is that they are saving R4.5 million in annual lease payments, so they are buying it on a yield of 19%. The property was independently valued at R22.8 million (and they are getting it for R21.66 million, as R1.99 million is for furniture and fixtures), so the company is buying the property at slightly below market value. The effective yield is so high that it seems as though the company was paying far too high a rental, so I’m glad to see this being cleaned up.
  • Sable Exploration and Mining (JSE: SXM) terminated CM&A as its auditors and has replaced them with Balushi Inc. At that end of the market, you’ll find auditors that you’ve probably never heard of before.

Ghost Bites (AECI | Redefine)

AECI announces a few asset disposals (JSE: AFE)

This includes the sale of Schirm USA to its management team

AECI is in the process of simplifying its group and focusing on AECI Mining and AECI Chemicals, which means they are selling everything else unless there are obvious synergies. The market tends to like this kind of thing, as groups with unfocused portfolios are often underperformers. This is why AECI closed 5.5% higher after announcing a few disposals.

The major disposal is Schirm U.S.A. that they are selling to the management team on that side of the pond. Management’s special purpose entity for the acquisition is called Liberation Chem-Toll and they are in Texas, so the stars and stripes are all over this thing. Despite having net assets of R994.5 million as at December 2024, attributable profit was a very sad R9.4 million.

Somehow, AECI managed to sell it for R1.074 billion, a price that probably reflects an uptick in net assets in the past six months. It’s an insane earnings multiple and I’m pretty sure that the AECI execs had to be careful not to rip the counterparty’s arms off when shaking hands for the deal, such is the exuberance.

R716 million is in cool, hard cash. The remaining R358 million is in the form of seller notes, a structure that is more common overseas than in South Africa. Basically, the seller agrees to be paid over a period of time, with the legal form being a promissory note. Deferred payments are common here, but we don’t usually see reference to some kind of promissory note. There’s also an adjustment of up to R72 million for working capital changes.

There are a few conditions that need to be met, but this is a small deal by US standards and there’s no nonsense here in terms of difficult regulatory approvals.

That’s not all, folks.

AECI also announced that Schirm Germany found buyers for Baar-Ebenhausen, one of the three key facilities in the German business. It focuses on formulation, filling and packaging operations for agrochemicals and specialty chemicals. This is one of those “pay them to drag it away” situations, with Schirm Germany transferring €500k to cover environmental liabilities and benefitting from a saving of €3 million on future restructuring and other costs.

And finally, AECI has found a South African buyer for the local food and beverage business. This must be a small deal, as they purely mention the disposal on a voluntary basis and they don’t really give further details.

Here’s the big that investors will want to keep an eye on: AECI notes that they are “satisfied” with their current debt levels and business performance and have “begun exploring inorganic growth opportunities” – I’m not sure that jumping straight into new acquisitions is what the market will want to see.


Redefine sells Rosebank Corner (JSE: RDF)

Weak office leasing prospects mean that a residential conversion is coming

This is a small deal, but an interesting one nonetheless. Redefine is selling Rosebank Corner on Jan Smuts Avenue for R80 million. They will use the proceeds to repay debt. But what makes this worth looking at is that the property will be rezoned for residential purposes and that this rezoning is what will trigger the effective date for the deal.

The value on Redefine’s balance sheet as at February 2025 was R91.5 million, so the disposal price is quite a discount. This is because of the residential conversion costs, as the original valuation assumed that the property would be successful in its current form i.e. as an office.

So, this tells us that the office market still has serious problems, especially in Joburg.

There’s also a related party angle to the deal, as one of the independent non-executive directors of Redefine is the sole director of the purchaser and a minority shareholder in its holding company. The deal is so small for Redefine that even the related party angle doesn’t trigger any additional disclosure or approval requirements.


Nibbles:

  • Director dealings:
    • Here’s an unusual one: Hendrik du Toit bought shares in Ninety One plc (JSE: N91) worth just under R7 million and sold shares in Ninety One Limited (JSE: NY1) worth R14 million. So that’s not just a reshuffling of geographical entry point into the dual-listed structure, but a net sale of shares.
    • Two executive directors of Emira Property Fund (JSE: EMI) received share awards and sold the whole lot worth over R6.6 million.
    • A non-executive director of Richemont (JSE: CFR) bought shares worth just over R1 million.
    • The CFO of Spear REIT (JSE: SEA) bought shares worth R102k.
    • The CEO of Vunani (JSE: VUN) bought shares worth R32k.
  • Trencor (JSE: TRE) has now received the JM12 certificate from the Master of the High Court, which means that the special dividend and delisting of the company can now go ahead. The listing will be terminated on 5 August.
  • Acsion (JSE: ACS) is no longer trading under a cautionary announcement, as discussions regarding a potential acquisition have been called off.
  • Primary Health Properties (JSE: PHP) confirmed that they’ve repaid their £150 million guaranteed convertible bonds. This is a disclosure requirement under UK takeover law, in which they are confirming that their only relevant class of securities is now ordinary shares.

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

In line with its strategic shift to focus on its mining and chemical businesses, AECI has announced three disposals. German subsidiary Schirm GmbH will dispose of the assets of Schirm USA to Liberation Chem-Toll, a Texan company established by the management of Schirm USA, for a disposal consideration of US$60 million (R1,07 billion). In a further disposal Schirm has entered into a sale agreement with German-based private buyers to dispose of Baar-Ebenhausen which is focused on contract manufacturing services for both agrochemicals and specialty chemicals. Schrim will transfer €500,000 to cover environmental liabilities. Closer to home, AECI will dispose of its Food and Beverages business to a consortium comprising a local-based private equity fund. The purchase consideration payable in terms of transaction is based on a cash price at closing date, with a capped potential adjustment for working capital movements.

AngloGold Ashanti is to acquire Canadian Augusta Gold from shareholders at a price of C$1.70 per share in cash. This implies a fully diluted equity value of C$152 million (US$111 million) and represents a 28% premium to the closing price on 15 July 2025. In addition, AngloGold Ashanti will provide funds of c.US$32,6 million, for the repayment of certain stockholder loans. The Augusta Gold Board has unanimously approved and recommended the transaction to its shareholders. The deal is expected to close in the fourth quarter of 2025.

Rosebank Corner has been sold by Redefine Properties to Live Rosebank in a deal valued at R80 million. The disposal is in line with Redefine’s strategy to recycle non-core assets to improve the quality of its asset platform and lower its loan to value ratio.

Supermarket Income REIT plc has acquired a Tesco omnichannel supermarket in Ashford, Kent for £54,1 million reflecting a net initial yield of 7.01%. The acquisition is the first transaction for the company since its recently announced joint venture with funds managed by Blue Owl Capital.

Labat Africa has entered into negotiations with All Trading, a related party, for the disposal of Labat’s equity interests in some of its subsidiaries. Further details will be released in due course.

In its latest update, Primary Health Properties plc (PHP) says it has received valid acceptances for c.1.18 % of Assura shares under the revised offer. Assura shareholders have until 12 August 2025 to accept the offer. In addition, the company says it has received foreign direct investment clearance in Ireland. Meanwhile, the Assura Board has unanimously recommended that Assura shareholders take no action in respect of their shares in relation to the Sana Bidco (Kohlberg Kravis Roberts and Stonepeak Partners) offer.

MoneyBadger, a South African Bitcoin and crypto payment solutions provider, has closed a US$400,000 pre-seed funding round. The raise was led by P1 Ventures and angel investors. The round was partly funded in Bitcoin and will be used to drive up adoption of Bitcoin and crypto among local merchants.

Weekly corporate finance activity by SA exchange-listed companies

In connection with the continued implementation of its repurchase programme, Prosus has sold 371,000 Tencent shares, reducing its shareholding to 22.996%.

On 28 July 2025 MTN Zakhele Futhi will distribute R2,47 billion to shareholders in the form of a special distribution of R20 per share as part of the structure unwind. The amount of the residual NAV will depend on the price at which the remaining 2,48 million MTN ordinary shares held will be disposed of in the market. Thereafter, MTNZF will delist from the JSE.

Following the announcement in May by Accelerate Property Fund (APF) of a proposed rights offer to raise R100 million, the offer opened this week. The capital raise is underwritten, and proceeds will be used in restructuring efforts with a focus on Fourways Mall, APF’s largest asset.

Assura shareholders will receive a special dividend of up to a maximum of 0.84 pence per Assura share in lieu of and representing an acceleration of the quarterly interim dividend otherwise expected to be paid during October 2025. There will be no scrip dividend alternative and Primary Health Properties previously confirmed that the special dividend will not reduce the value of its revised offer. Payment will be made on 26 August 2025.

The JSE has notified shareholders of African Dawn Capital and Efora Energy that these companies have failed to publish their financial statements for the year-ending 28 February 2025 within the prescribed period stipulated by the JSE Listing Requirements. As a result, the listings have been suspended with immediate effect.

The voluntary winding-up of Trencor is in the final stages and shareholders are advised that the company’s shares will be suspended on the JSE from 30 July 2025 and its listing terminated on 5 August 2025. The special dividend of 90 cents per share (from remaining cash resources) will be distributed to shareholders on 1 August 2025.

Name changes – this week three companies released updates:

Subject to shareholder approval, the Board of Blue Label Telecoms has proposed to change the company’s name to Blu Label Unlimited. The company is undergoing a restructuring process which will see the separation of its telecoms and non-telecoms business units. The company will however remain listed in the Telecoms sector of the JSE. Shareholders will vote on the change on 11 August 2025.

Mantengu Mining aims to drop Mining from its name believing it is misleading and does not accurately reflect the current investments held by the company nor its prospective investment philosophy. Shareholders will be asked to approve the name change at the Annual General Meeting on 21 August 2025.

HomeChoice International will trade as Weaver Fintech from 23 July 2025. The growth of the group’s fintech business is such that it is now the primary driver of group performance and profit before tax. The new name better represents the core operations.

This week the following companies announced the repurchase of shares:

In May 2025 Tharisa plc announced it would undertake a repurchase programme of up to US$5 million. Shares have been trading at a significant discount, having been negatively impacted by the global commodity pricing environment, geo-political events and market volatility. Over the period 7 to 11 July 2025, the company repurchased 40,496 shares at an average price of R20.6475 on the JSE and 260,443 shares at 85 pence per share on the LSE.

Glencore plc will undertake a further share buy-back programme to acquire shares of an aggregate value of up to US$1 billion. The shares will be repurchased on the LSE, BATS, Chi-X and Aquis exchanges and is expected to be completed in February 2026. This week 5,400,000 shares were repurchased at an average price of £3.11 per share for an aggregate £13,98 million.

Hammerson plc continued with its programme to purchase its ordinary shares up to a maximum consideration of £140 million. The sole purpose of the buyback programme is to reduce the company’s share capital. This week the company repurchased 199,917 shares at an average price per share of 289 pence for an aggregate £579,430.

In May 2025, British American Tobacco plc extended its share buyback programme by a further £200 million, taking the total amount to be repurchased by 31 December 2025 to £1,1 billion. The extended programme is to be funded using the net proceeds of the block trade of shares in ITC to institutional investors. This week the company repurchased a further 488,397 shares at an average price of £37.77 per share for an aggregate £18,47 million.

During the period 7 to 11 July 2025, Prosus repurchased a further 1,882,892 Prosus shares for an aggregate €89,86 million and Naspers, a further 144,996 Naspers shares for a total consideration of R796,34 million.

Two companies issued profit warnings this week: ArcelorMittal South Africa and Mpact.

During the week three companies issued or withdrew cautionary notices: Conduit Capital, Labat Africa and Acsion.

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

Morocco’s ORA Technologies has closed a US$7,5 million Series A funding round led by Azur Innovation, who were joined by three local investors. The ORA app offers multiple features, including P2P transactions, an e-commerce platform, on-demand services, chat functionality, social networking, and a digital wallet to be launched soon.

Sahel Capital through its Social Enterprise Fund for Agriculture in Africa (SEFAA) has provided Kenyan fish processing and distribution company, Camino Ruiz, with a US$1 million loan facility comprising US$800,000 for capital expenditure and US$200,000 for working capital. Camino Ruiz has established itself as Kenya’s first consumer-focused fish brand through a strategic partnership with Global Tilapia Husbandry (GTH), securing a reliable supply of high-quality Tilapia. The company processes this into a range of value-added products under its flagship brand, Global Tilapia.

Vicenne, a medical equipment and healthcare services firm backed by private equity firm Amethis, listed on the Casablanca Stock Exchange on 15 July following an initial public offering which was 64 times oversubscribed. The company offered 2,1 million new shares at MAD236 each.

Egyptian fintech, Palm, has announced an undisclosed seven-figure pre-seed funding round led by 4DX Ventures and included Plus VC and a number of international angel investors. Palm enables users to save for life goals using smart nudges, embedded finance, and curated investments across fixed income, equities, and precious metals. It also offers exclusive merchant deals to boost savings value and reduce spending.

Verdant Capital Hybrid Fund has provided Bfree with a US$3 million loan for distressed loan portfolios from inclusive financial institutions in Africa. Established in 2020, Bfree is an ethical and digital credit collection company.

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