Friday, October 31, 2025
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Ghost Stories #76: How private cloud prepares you for a rainy day

Steve Porter gets out of bed every day to make sure that the clients of Metrofile Cloud can keep their businesses running when disaster strikes. In a world of public cloud offerings with all the bells and whistles, Metrofile Cloud’s private cloud business takes a no-nonsense approach to delivering cloud services to South African businesses of all sizes – and with a real person on the other end of the phone when you need help.

In this episode of Ghost Stories, Steve’s candid approach comes through strongly in these discussion points:

  • The layers of risks faced by South African businesses
  • The danger of “sticker shock” in public cloud pricing models and why these models are often overkill for the needs of local businesses
  • The critical importance of having a public cloud exit plan
  • Whether data stored on a public cloud is truly safe and impossible to lose (spoiler alert: it isn’t)
  • The pros and cons of private cloud and where such a solution may be more suitable than public cloud

Steve isn’t for everyone. Metrofile Cloud isn’t for everyone. But if it resonates with you, then this might be the most important podcast you listen to for your business this year. Find out more about Metrofile Cloud here and connect with Steve on LinkedIn here.

Listen to the podcast here:

Transcript:

The Finance Ghost: Welcome to this episode of the Ghost Stories podcast. I come to you in a year where the word “cloud” is basically everywhere. AI is all over the place; there’s a lot going on in this space.

And who better to speak to about the world of cloud and what they do at Metrofile Cloud than the Managing Director of that business? That is Steve Porter – Steve, I’m pretty excited to tap into a proper understanding of not just what you do, but also learning something about cloud along the way. Thank you so much for doing this podcast with me. It must be an exciting time in the world for you and your business. So thank you for doing this.

Steve Porter: Thanks for having us, Ghost. Yeah, it’s great to be here. I certainly hope I can help elucidate cloud. But yeah, let’s give it a crack.

The Finance Ghost: Yeah, no pressure. No, I’m just kidding. So I think let’s start with understanding a little bit more about Metrofile Cloud. This is the business that was previously called IronTree, now called Metrofile Cloud. Give us not quite the elevator pitch – maybe a little bit longer than that – just so we get a proper understanding about what you guys do there?

What is the backstory of this business, what does it look like today and what does it actually do?

Steve Porter: So we’ve been part of the Metrofile group for about four-and-a-half years now. Part of the reason why we were purchased and we moved across was we were seriously keen about the mid-tier market.

Historically, what was IronTree was pretty much only SME or SME-based – and certainly not knocking the SME base, it’s an amazing market, but we wanted to see if we could have a crack at bigger types of customers. We’ve learned some interesting lessons along the way. Obviously we come from a small company background, so this is our first sort of corporate or enterprise-level experience – not without its challenges, but I think we’ve made good progress.

The goal was that Metrofile has what they call grandfather accounts, solid historical accounts, and we wanted to see if we could penetrate that with our services. So if I just step back slightly, we were specifically or predominantly based in the SME space and we started with good old online backups in the days of ADSL. The business has morphed quite radically. Backup is still a great part of our business, but we’ve definitely moved up the value chain.

Let me take a step back again. Everything we do is cloud. We don’t put servers down at client’s sites. We only do cloud based services. And there are various reasons for that, but that’s what our business model is.

From a cloud perspective, our specialty is enterprise hosting, SME hosting, disaster recovery, backups and everything around that. At a very high level, elevated pitch, that’s pretty much what we do.

If I give you a summary of why I think we get out of bed, I think in this country we all know we’re two steps away from financial disaster at a personal and business level, I think why we get out of bed is there is joy in making sure the businesses stay up and running. Personally, that’s why I get out of bed.

The Finance Ghost: I think it really talks to the layers of risks that these clients are facing, right? Like you say, it’s the financial risks that seem to be ever present, not just in South Africa, I think it’s everywhere in the world really. But South Africa definitely has its own cocktail of this stuff. And if you can take away some of the technology risks, some of the cybersecurity risks, some of the data integrity risks, then I guess that certainly helps.

Cloud does a lot of those things, right? As opposed to on-prem data storage, etc.

Steve Porter: Maybe if we just start with what cloud really is and there’s that wonderful meme and you’ll see on coffee cups – cloud is just someone else’s computers in a data centre. And if we have to be brutally honest, that’s what it is.

So why do we think we can offer a cloud service, is maybe where we should start? If I use one of our oldest customers who runs a distributed – their IT manager spent every day unplugging, re-plugging, rebooting, fixing. They fix one problem every two, three weeks, a specific problem. We fix that problem a thousand times a day for multiple customers. So what we allow organisations to do is to actually do their job. They should be thinking of strategic problems, business problems, and let us worry about the grunt work.

If I summarise, that is what cloud really is – it’s a scalable solution for business, operational and strategic problems. And I think that’s what we’re good at.

The Finance Ghost: That word gets thrown around a lot these days. I laugh sometimes because when I was in school, “cloud” was very much the thing that rain comes from out of the sky. Good luck to anyone trying to do a school project on that now because if you type cloud into Google, you’re going to find a lot of stuff that has nothing to do with the different types of clouds!

I think for people who are non-techies like me – as an important piece of disclosure, I’m very much a financial guy, I’ve just had to learn a lot about tech along the way – I suppose like tech executives, you have to learn a lot about finance along the way! Cloud really has almost two elements to it as I’ve understood it from you when we were talking about doing this podcast. So the one is the crunching of numbers and a place for that to happen and the other one is the storing of data. And obviously you can’t crunch the numbers if you don’t have the data.

To help listeners understand how Metrofile Cloud fits into this broader landscape, where it feels like there are so many players in this cloud space, how exactly do you fit in, other than just the size of the customers, for example? And how do you compete with these global giants in tech?

Steve Porter: I think there are two critical elements around – okay, so let’s step back. There’s private cloud and there’s public cloud. So public cloud, for all of us out there, we know it’s Google, it’s Amazon, it’s Azure, and there are other small players like DigitalOcean. But principally there’s three. Right? And there’s Huawei. Sure.

What do they offer you? They offer you everything in the kitchen sink and they bill you like your cell phone usage. It’s per-second billing. So for every second that a service is up, you are being billed. That’s got multiple knock-on side effects. If I think back to the early days of cloud, developers would tick multiple boxes and then get what’s called in our world, “sticker shock” – they find out at the end of the month their bill has raced away.

It’s dangerous. And it’s dollar-based and if you don’t pay your bill at the end of the month, your service is cancelled. It’s that simple. You get two emails: hi you haven’t paid, hi you haven’t paid, it’s cancelled.

I think there’s a financial element and then there’s the technical element.

The technical element is they provide services for the type of business in my mind like an Uber or an Airbnb. Let’s use Yuppiechef as an example. You know that Yuppiechef is going to have spikes in Easter, Mother’s Day, Father’s Day, Black Friday, Christmas, and I’ve probably missed one or two. And it’s hard to plan for that scale. But for the balance of the year, I would say almost every business in South Africa specifically can tell you what percentage they’re going to scale by. That is not what cloud is designed for, it’s designed for massive spikes.

So yes, they do offer you the ability to scale phenomenally, but there are handcuffs. There are multiple handcuffs. There’s a cost handcuff and there’s an exit handcuff. And one of my pieces of advice to any CTO / CFO / CEO / MD is ensure before you make the leap, you have an exit strategy. That is the most critical.

That then brings us to what we do, which is private cloud. Private cloud is – it’s different, it’s by invite only. Do we want to work with you? Do you want to work with us? Does our billing model work for you? It’s not a sign up, tick the boxes and payable at the end of the month. It’s a different experience.

Before I get down to our technicalities, what is it that we try to do differently to the public cloud providers? Okay, one, we don’t have this scale. We’ll probably never have this scale and I’m completely comfortable with that. But what we do is hold your hand. So in this country, again if I come back to strategic focus that both your technical and your business needs, our goal is to remove that manual, to your point, crunching data and storage data – we take that burden away from you and hopefully will allow you to focus on what your job really should be.

Then if I break down the technicalities, if you look at the basics of any public cloud provider, it’s compute, as in like your laptop or your Mac or your desktop. It’s a means of crunching numbers. So you need a place to store the numbers. We provide that with, in technical terms, S3 storage and obviously server storage. But S3 is where you want to store the large volume data and then we have multiple services around that, that either keep you safe, allow expansion and ensure that if something goes wrong, there’s a second site you can fall over to.

We’re providing the core services of any public provider at a rand-based amount with humans at the other end of the telephone, or WhatsApp these days, I suppose.

The Finance Ghost: So that’s where that term hyperscaler comes from, right? These international cloud giants – and I think you’ve explained it really well there in terms of it allows you to have the big spikes in use. I can understand if you’re a big international ecommerce business or social media or whatever the case may be, I mean that makes a world of sense.

Steve Porter: Uber.

The Finance Ghost: Uber. There we go. Exactly, as you said. That makes sense. But I totally take your point. For the majority of businesses, they’ve got a pretty good idea of how much they’re going to grow by. And so your offering does allow for the retailers to have a crazy month, but it also allows for them to then also have a decent idea of what they’re going to grow at and to then have a more cost-effective offering that addresses both of those things. Right?

Steve Porter: Yeah, I mean I think that’s what it boils down to, right? You’ve got three options. You can go back – okay, so let’s assume your CTO or your MD, when everyone was excited during COVID, you cashed in your on-prem or your on-premises servers and you had two choices at that point: go into the cloud, some private version, or public cloud. I’m guessing 99% went public.

The cost reduction with working people like us is we’re buying hardware at scale. So even your on-prem, even if you went back to on-prem, we’re still going to be cheaper. And what they are not factoring in, is the human element, the reason why they thought – okay, so obviously there was the remote working Covid influx which makes total sense. I think it’s a bit like having a baby – and I’ve never had a baby, so my wife tells me it’s like this – is that you quickly forget how painful it was and you want another one. So now organisations are going to realise that maybe a public client provider wasn’t the right move, so they’re going to go back to on-prem but they forgot the pain. Our job is to take away the pain.

The Finance Ghost: Steve, I think the one point that we really do just need to maybe circle back to there and just absolutely land is that “sticker shock” point. I think that’s an important one. It’s like prepaid electricity versus waiting for your bill at the end of the month when they read your meter. But in this case the meter can really start going – it’s like running everything in your house at the same time x10 and then waiting to see what the exchange rate does to your electricity cost while your meter is running. That’s effectively what it is. The rand has had a nice year in the last 12 months, but that hasn’t been the norm and I wouldn’t assume that that’s going to continue into perpetuity.

So I guess it’s all, it’s again – it’s about just reducing risk. That was something you raised right at the start. Businesses face a lot of risk. This is about taking away exchange rate risk, cost risk and then on top of that addressing a lot of the IT risks. That’s really what the offering boils down to. It’s essentially a homegrown solution for South African clients.

Out of interest, do you have clients elsewhere in the world or is it very much SA- focused?

Steve Porter: So we’ve got, obviously through the Metrofile Group, we have other territories, so Kenya, Botswana, Dubai, we’ve got a smattering of clients in Kenya. But in terms of the rest of the world, no, it’s not our focus.

One of the founders, an amazing guy, David Lees, he said: fish where the fish are. And I think so many South African businesses, I know we’re off topic, so many South African businesses think, how can we expand our wallet? Let’s go either into Africa or international.

There’s enough fish in the pond here and it’s a beautiful pond.

So I just want to go back to a point you said a few seconds ago, the metric – you’re spot on – the metric is 10x. Your cost of data storage, data compute, going to a public provider is 10x what our cost is or what on-prem would be. And on their marketing, I remember when Amazon first came into this country, we were sitting in some dev conference and they’re like, we are the cheapest in the world! I remember Dirk putting up his hand saying, but how is that possible? And he just flat out: we’re the cheapest.

What public providers are, cloud providers are, is marketing engines. They can push a message into the market at a scale that none of us can replicate. And whether the messaging is correct or not, it’s pervasive. If I think about how they cost – and I think this is so interesting, we cost all-in, so when you take a product from us, we want you to be as safe as possible. As an example, you would have your hosting application, you would have cybersecurity, you would have four hourly backups, you would have disaster recovery, because there’s no point not having it.

Then our partners would come to us as an example and say, but Amazon’s cheaper. And you look at their costing, it’s like, well, all they’re giving you is the base. You’ve still got to do all the rest and you don’t know what those prices are yet. So it’s clever, obviously, I have other words for it, but it is certainly clever. And it’s forced us to adjust how we approach our customers, which is maybe not a bad thing, but it’s not being true to the business.

Their job and our job, and I suppose maybe their job is different, again is to ensure that your data is absolutely 100% rock solid safe. I want your MDs, your CEOs, your CTOs, I want you to sleep well at night and not have to stress around any chance of your business being down on a Monday morning. That should be the last thing on your mind.

The Finance Ghost: Thanks, Steve. We’ve definitely landed the point there around just the risk of defaulting to the really big names and why Metrofile Cloud is at least an alternative that people should be considering. I guess that’s the overarching point.

And there’s some other stuff here that is well worth landing and I was quite surprised to learn this when you mentioned it to me. I distinctly recall thinking about everything I have saved on my OneDrive – and the fact that I don’t really have it saved anywhere else – and that is whether or not cloud is actually always safe. Because especially for tech noobs like me, I kind of think, well, I’m just going to save this to the cloud and that’s it, all is well, when I need it, that cloud will rain my data down upon me and nothing will go wrong.

But that’s not necessarily a guarantee, right? There have been some real world data losses. So I think let’s just unpack that a little bit, particularly on public cloud obviously. What have been some of these examples where things have actually gone wrong and then what kind of recourse do the customers of these cloud providers actually have?

Steve Porter: It’s a great – yeah, I don’t read terms and conditions, I don’t read manuals. I’m stupid. I should have learned at this age by now to read the manual. If you look at financial cloud providers and public cloud providers, they stipulate in their terms and conditions that you’re liable for your data, they’re not. And I think it’s something we take for granted.

If you look at the cloud model, what are they selling you? They’re selling you redundancy by putting out three points of presence in a country – POPs. So they’ll have one in Cape Town, one in Joburg and one wherever else. And in theory, what that’s meant to do is provide you redundancy. And I think even in South Africa we’ve all seen what happens when an internet cable is damaged or there’s a latency increase.

But then the final and the scariest part is, well, what happens if the data actually is gone? There’s a wonderful case study from Google, I think – when was this? – in May 2024. It was a company called UniSuper. They’re a R135 billion business and their data was wiped out by basic admin error at Google. Gone, absolutely gone!

UniSuper had done backups, but they’re old. They recovered some of their data. They were down from May 2nd to May 15th. Think of that from a $135 billion business in terms of downtime and cost. I suppose what they will have learned in the process is what we know, is that just because you’re in the cloud doesn’t mean you don’t need to take care of data governance and data security. It’s on you! It’s absolutely on you!

And you will only find out – it’s a bit like that when someone leaves their laptop in the car in South Africa and you think, I’m just going to nip out quickly to the shops and I’m sure it’ll be fine. And that’s the same mentality. It’s not – it will be fine, for 99.9% of the time it’s probably going to be okay – but do I want to be or do you want to be that business that makes that mistake? And I think, if you take the South African context again, there are no safety nets in this country. If your business goes down for days or weeks or months, which we’ve seen, what’s the effect on you? What’s the effect on the business? What’s the effect on your employees?

There are no safety nets.

So I think part of the problem with being in South Africa, in the tech space, or most spaces, is we are slightly behind the rest of the world and we always have been and we probably always will be. And there’s strengths and weaknesses to both of those.

From a data governance perspective and a business risk perspective, it is on you as the business owner to ensure that your data – which second to people, is the lifeblood of your organisation. And there are multiple strategies for that. But it’s time for us to realise that we are the ones that are responsible. The American providers, the cloud providers, it is not their responsibility.

The Finance Ghost: You can imagine if it was a huge Australian financial services business, in the case of UniSuper, that went through that – and I was reading now the joint statement between them and Google at the time it happened, which of course is full of the usual PR gumpff, “inadvertent misconfiguration during provisioning”, AKA fat fingers – this does happen. But the point is that if that can happen to such a big client, then little old me has got zero chance. There’s absolutely no chance. And little old South African SME, frankly, never mind little old me, has also pretty much got zero chance.

I can imagine a world in which that can get pretty nasty and I guess the lesson here is you’ve got to think about backups alongside cloud. It is not the silver bullet that basically solves everything, but I guess private cloud has some advantages in that regard, in terms of obviously what you offer. And I guess what you’re always up against is people going the public cloud route by default. It’s the “nobody gets fired for hiring IBM” issue. Anyone who has ever been, for want of a better description, a challenger brand in any kind of advisory business, tech business, take your pick, understands the frustration of even where your product is, in some regards better and in some regards worse – it’s definitely not suitable for everyone. But even where you are better for someone, it’s so hard to get them to just walk away from the big default brand.

This is why I’m an investor in the big default brands. On the other side of all of this, as a Microsoft shareholder, I’m listening to this and going, yeah, I’m feeling good about my cloud investment there, doesn’t necessarily mean it’s great for the – the best choice for clients all the time, but it certainly sounds like a good choice for my investment.

I guess in terms of your private cloud offering, to what extent do you mitigate these data security risks and what sort of support do clients get where something does potentially go wrong? You mentioned earlier, there’s a human on the other side of the phone or WhatsApp, that’s quite different to being in chatbot hell.

I think just talk us through the level of comfort that you can give to South African businesses who might be listening to this, thinking hmmm I need to maybe have more of a think around my cloud offering or where my stuff is.

Steve Porter: Yeah, I think so. If I separate our services out into – I don’t want to say endpoint security because it’s the wrong word, but human security and then cloud or infrastructure security. So from a business perspective, we all know this, but I’m not sure we all take it seriously enough, your greatest – so let me just talk about the sort of user security for a second.

Your greatest footprint or likelihood of a breach or problems – I’ve got another lovely example for you – is humans. What is the tool that they use the most? It’s email! So your very first step is for us to ensure – not us, any provider, this is not about selling us, it’s about broad awareness, right? You’ve got to take care of everything that that user uses. Email, OneDrive, 365, Google Workspace, whatever it may be. It’s got to be locked on and safe and secure. And then you’ve got also got to make sure that it’s backed up. So what happens in the event of a catastrophe?

And I’m guessing that a whole bunch of people are going to go, oh, great, so Steve’s just pushing the FUD principle. I’m not pushing the FUD principle. I’m telling you, it’s your responsibility. It’s really simple.

The Finance Ghost: What is the FUD principle, Steve, by the way? I’m not actually sure what that is.

Steve Porter: Fear, uncertainty and death.

The Finance Ghost: Ah, ok. Alright, there you go!

Steve Porter: So, yeah, fear. Am I peddling fear? And I think it’s actually the opposite. But how it’s received, well that’s up to the listener.

The Finance Ghost: What is the worst thing that can happen? I completely understand that. Yeah.

Steve Porter: Yes. And then the analogy I used, I think it was a week ago or two weeks ago, in South Africa we all know that someone’s going to burgle your house. We know this. So what do you do post-burglary? You beef up your security.

The analogy is not that dissimilar for businesses – (a) why would you ever want to be burgled in the first place? And (b), if something has happened, make sure you plug the holes. The way we look at it from a tech perspective is layers of an onion. Start at the centre, your most critical thing being humans, and work your way out and just make sure you’re safe.

And then the second part is the infrastructure side. So where you would put your ERP application as an example or whatever it may be – your business-critical services that have to run 24/7, we would always ensure it’s protected from a cybersecurity perspective. So your data – we know your data is as safe as it possibly can be. We all know that there is no 100% guarantee. But from a mitigation perspective, we’ll get you as close to 100% as the industry can get you.

Then the second element, and this is a critical element, is – it’s a boring topic, backups and DR, it’s helluva boring! But not from a business perspective. So let me just clarify the difference here.

A backup is –  I have a laptop, I stupidly leave it in my car, I thankfully have backups, the IT department buys me a new laptop tomorrow and I’m restored and up and running. So sure, I can use iCloud as an example or whatever it is, but that’s for my personal stuff, not work. So what’s the business backup strategy for my employees?

And then the second part is DR, right? And it’s a layer on top of backup. So I have an ERP application or let’s use, what was our, the Google one?

The Finance Ghost: UniSuper.

Steve Porter: UniSuper! So what happens when my data does go down? What is my DR strategy? And DR is – it’s in the name. What happens when I hit a disaster? In our world, you flick a switch, you switch over to a cloud-based replica of your ERP application. You’re probably down for three minutes, maximum eight, and you carry on working. When Google have restored your business data, you switch back to Google or whatever it may be. I don’t think we take disaster recovery seriously enough in this country, let alone backups, let alone cybersecurity. But I almost want to say at the infrastructure level, whatever is business critical, the tick box for DR has to be ticked.

So I just want to go back to the cybersecurity thing for a second and I’ll come back to DR again if you don’t mind.

So earlier this year, July, there was a company in the UK, KNP. I think they’d been in business for 158 years. One employee got exposed or hacked. It took their business down completely – as in they are no longer in business! And one of the stats we have from our DR vendor, there’s I think it’s about 55%, maybe even 60% of businesses that when they have a disaster that’s not recoverable, their business collapses. And I don’t think we understand the consequences of that sort of action.

I just want to go back to the infrastructure section again, if you don’t mind. I think what separates us again from your public cloud providers, is all of that is baked into our solution. Sure, from a costing perspective we have to take it out because those are the quotes the public providers are doing. But from a responsibility and integrity perspective, I’d rather you know the full costs and how it’s going to benefit your business rather than surprise you down the line with additional costs.

We do flat billing. There are no surprises in the month. The second place where you are going to get caught out from a public cloud perspective is, let’s assume you did think about an exit strategy and if you did, fantastic! For the rest of you that haven’t, I suggest on Monday morning, that is the first thing you do – is what is my exit strategy when I can’t handle a 10x bill anymore? And then you’re going to find out – what’s that wonderful Hotel California song? “You can check in, but you can never leave”. That’s public cloud. You will have put your data in and now you’re going to find out the cost of getting it out. I’m not crazy about the concept, I think it’s a terrible concept and I get it, every business has got to build moats. But we’ve designed our business right from the start, it’s an all-you-can-eat buffet. You want to take your data out when it’s time to leave, here it is. If we have failed you as a provider, if we have upset you and you want to leave, by all means leave. Then we have failed you, here’s your data.

I’m not crazy about that. In the technical world they call it ingress, which is inbound data and egress, which is outbound. And you get absolutely hammered on outbound costs. It’s not cool.

The Finance Ghost: No, that does sound like a FUD up of note, actually. We don’t want to be getting anyone involved in that. And I’ll say it again, when you’re a little old South African business, you get on the wrong side of this very fast let’s be honest.

A lot of people listening to this will probably have a financial background, just given the Ghost Mail audience. They’re probably “cloud curious” or they’ve got cloud and they are wondering about why the bill is so high. And I think it’s important – I definitely want to understand a broader point around how do they actually begin to access you – but we’ll get to that just now, because what I do want to also do is just – there must be reasons, there must be things the public cloud providers can do obviously that you might be a little bit short on?

Because what it sounds like to me is Metrofile Cloud is a very good example of hitting the most important things that most of the businesses need. So, is the data safe? Is it accessible? Is it backed up? Just the basics. I mean, that KNP example you gave is shocking. I went and Googled it now –  that is horrific! When cybersecurity goes wrong, it’s insane how that can literally just sink an entire business. It is very scary stuff. No one likes to think about this stuff or talk about it. It’s like doing your will. You don’t want to think about what happens, but you kind of need one. This is very much the will of IT.

But where, for example, are the public clouds going to just be more suitable? So the one example that maybe jumps to mind is I read Oracle’s earnings transcript last week, which was an absolute love letter to Cloud and Larry Ellison talking about how we’re going to get to this world where a company exec can kind of sit back on the beach and ask a question to an LLM like: “who should we sell to next?” And this LLM will search every imaginable document in the entire organisation and everything in the whole world before coming back with this mystical answer of: “That person, that’s who you should phone.”

Now, obviously I’m being slightly facetious because you can tell that I’m quite skeptical of us getting to this world, because at the moment I don’t even exist in a world where I can actually get a transcript of this podcast done by AI that doesn’t require me to spend an hour and a half fixing it. So forgive me for wondering when we might get to that world.

But big dreamers do build the world and often they – it’s the old story, aim for the stars, miss, and you’ll hit the moon. Very nice. Looks good on a motivational poster. And fair enough, there’s some very exciting stuff getting built out there.

Is that somewhere where for the large enterprise level clients who now desperately need to tell an LLM story – because otherwise how do they get their bonus this year – does that sound like something that maybe isn’t super suitable for your environment? Where do you run out of road in terms of competing against the big public cloud providers?

Steve Porter: So let me start with the LLM topic. That is something certainly we are absolutely focusing on now. There is no – look, there are multiple providers starting to do it in South Africa, but there’s no one that’s doing it yet. And I think it’s a key service that is missing in this country.

And again, why should I pay US dollar-based rates? I don’t want to say it should be free and cheap, but it should be as cheap as possible, or as cost effective as possible like all other services. Absolutely, we are heading down that path and I think any business that hasn’t figured out how to use – and I won’t call it AI because it’s not AI – automation, next level automation in their business, should be thinking about it. So let’s wrap that one.

From a full-service suite public provider perspective, can we compete? Absolutely not. And I have absolutely zero desire to. There is not a service – let’s just use Amazon as an example – that they do not provide. Whether it’s Elasticsearch as an example, or queuing, or you name it, they’ve got it. They have got everything. I mean, as an example, one of the things we’re looking at is how do you extract tabular data from PDF documents? There are only three ways that are production ready – it’s Google, Amazon and Azure. So use them! As a breadth of suite, no one can compete.

I mean, the investment for a start, mindboggling. We could discuss how they snaffled open-source tools, products, rebranded them, took them in house and now they’re making money out of it – questionable. But from a breadth perspective, can’t compete. No desire to compete. Again, I come back to, and the reason why we wouldn’t want to compete, again, is that 99.9% of businesses in this country don’t need that breadth of tooling.

So if we go back to our offering versus a public cloud offering and I come back to, what it is we take away from you, what we give to you – so, yes, sure, we’ve only got storage, we only got compute and we’ve got a whole bunch of other services around that. But let’s just say we’ve got three primary services. Will that tick off 99% of business’ needs? Yeah, probably. Absolutely!

So what do we give you? We give you time. We give you time to think and we give you time to be strategic, not worry about OS updates and all the boring stuff. That is not what the public providers give you. They’re going to give you an absolute smorgasbord of products and then they’re going to take away time. Then you’re going to have to figure out, how in heaven’s name you use this? How do I use it in production? What happens when it goes wrong? You are asking for a world of pain unless you are a massive business, you have deep pockets and you’ve got budgets for massive teams.

It’s a totally different model, but again – and you may think I hate public providers by the way I speak – I don’t. I’m an absolute fan of DigitalOcean. I think it is probably one of the most beautiful models out there. They’ve done what we’re talking about at a much higher level, UK, Europe, US, but they’ve done it so cleverly in that it’s, let’s say, 12 services and it’s just at the right level for developers. It’s not everything in the kitchen sink. So I suppose you as a business need to figure out which is the correct path. But even if I look at the DigitalOcean model versus our model, DigitalOcean is designed for developers, not business people. You’re still not getting the time back. So again, I suppose it comes back to what you as a business value? Do you want your IT guys to be spending your time fixing servers or do you want your IT guys to actually be thinking about how we build this business?

That’s my humble take on where public and private really sits.

The Finance Ghost: Yeah, it makes sense. It’s like what Capitec has done in banking, it’s like what Chinese cars have done around the world actually, is that at the end of the day, for 99.9% of applications, it’s enough – and it’s therefore very cost effective because a lot of other competitors are trying to layer on bells and whistles and then charge everyone for it, even the people who didn’t need it, to try – it’s almost like a subsidy! That’s a problem.

And the other thing – you’ve touched on it there – is the team, because it’s all good and well to say, well, I can go this route of doing the very fancy international stuff, especially if you don’t need it. You’re locking yourself into not just the cost of the hyperscaler itself, but also, I would imagine, a huge amount of advisory costs, teams, developers, it all sounds very complicated. And again, I realise this is definitely not my area of expertise, so it probably sounds infinitely more complicated to me than perhaps it is, but it sounds pretty complicated.

And I guess that was one of the things I wanted to make sure we cover off as we start to bring this to a close, is for a CFO who’s sitting and listening to this and maybe isn’t in a large organisation where there’s a dedicated CTO, for example, how do they access Metrofile Cloud? Do you have that sort of advisory piece in house where you help clients understand their needs, etc. Or is it almost like the investment product provider: “speak to your financial advisor” and the advisor will contact us. Is it that kind of environment? Or can you also do the advice piece and actually help businesses figure out what they should be doing?

Steve Porter: Our business is built on a partner network. We are very happy to advise, but we would always get the partner involved from the outset and it’s their responsibility as one of our partners to implement.

But absolutely from an implementation, from a strategic perspective, from a “how would I go about eating this elephant?” we are absolutely there to help. From an implementation perspective, we have an amazing, amazing group of partners and we work really closely and I think, well, with our partners. We’ve got some positive reviews – I don’t want to sound like a Verimark salesman.

But I think you’re right. I think it starts with auditing where you are, just understanding, not applying FUD principles and figuring out how we can get you to a place that is safe, secure, your auditors are happy, your CFO is happy, and you can sleep soundly at night.

The Finance Ghost: So, Steve, if I can really summarise everything that I’ve heard from you, it almost sounds a little bit like when I set out to build The Finance Ghost and I took a look at this ecosystem of all these social media platforms, and then I looked at the magic of email and I thought to myself, well – time has proven me slightly wrong in that it turns out that Gmail, for example, has more control over deliverability than I would ever have imagined possible, but be that as it may – the point is that with email, there isn’t a specific algorithm that decides whether you live or die. Whereas on any of these social media platforms, if you upset the algo or something changes or whatever, you can have spent years upon years upon years building something that can literally get turned off essentially overnight because you are nothing more than a tenant in the big house that tech built. That is the reality.

So I went the email route because I thought there’s no ways I’m doing that, I’m not spending my life building something on one platform, that makes no sense, people’s preferences change. And I’m so glad I did because it gives me so much control over what I’ve built and how I continue to grow it and where I focus and which social media platform I use, etc.

I don’t think it’s super different when companies are looking at cloud. That’s what I’m hearing, is if you go and lock yourself into one of the public cloud providers and you build this incredible layer of AI models and you retrench all your staff and you believe that every single day you’re just going to flick a button and you’ll get a little email in the morning telling you exactly what you should sell to who – well, maybe I just don’t want to live in a world that looks like that, I’m not sure – but I’m not sure we’re going to get to a world that looks like that. There’s just too much that goes wrong with tech, etc.

How do you then value a business? Because actually all the value then sits in the technology house. What is your business actually worth? It’s just a model, just a button, it’s just something that gets flicked. So I think where you are telling a really helpful story actually, and that I think is something people need to hear, just be careful about the extent to which you hand over the keys to your entire business to a large technology house where you really are just a number. That is something to keep in mind.

It’s not to say that public cloud doesn’t work for everyone or doesn’t work for you or doesn’t work for whoever. Just be cautious and at least take the time and effort to actually consider the risks and you’ve mentioned a few of them which are really valuable – lock-ins, exit strategy, data integrity, etc. etc. All of that is incredibly valid.

And Metrofile Cloud is an interesting private cloud alternative where, if you’re looking for a South African solution with pricing that’s not going to give you a huge fright at the end of the month – it really is prepaid electricity plays Eskom – and on top of that can just do the basics and probably enough for most businesses, then that is where Metrofile Cloud plays.

Is that a pretty good summary of where you guys are at?

Steve Porter: I think it’s spot on. Absolutely spot on.

The Finance Ghost: So I guess the last point then is for those who have listened to this and gone “hmmm,” which is that classic “hmmm” of, “hmmm, I need to think about this a bit more,” where shall they direct that in a way that lets them speak to the right person? Is it contacting you directly? Is it finding one of your partners?

Steve Porter: Contact me. Contact us metrofilecloud.com all our numbers on there. I’m very happy to dish out my number. That is the point. Start a discussion and it’s not even around – sure, we’re all in business, we want to make money, but it’s about awareness. And if I come back to why I wake up in the morning, it’s about ensuring that businesses can carry on doing business. That’s all this is about. Absolutely. Website, WhatsApp, phone calls. We are available.

The Finance Ghost: Yeah, I think that’s maybe one final point from my side and something I’ve personally enjoyed just getting to know the Metrofile Cloud team – and all of you are Ghost Mail readers, that’s how this all came about – but it’s just very cool to meet a team that is genuinely so candid and also just so entrepreneurial. It’s quite clearly a business by entrepreneurs for entrepreneurs. And I think as an entrepreneur myself, you can tell – you can immediately tell when you are dealing with a business that has that kind of DNA versus that sort of big corporate call centre kind of vibe: don’t talk to me, talk to the machine.

So, well done to you, Steve, and to the team. To listeners that have made it this far in the podcast or read the transcript, I hope you’ve taken something from this. I hope you’ve taken something actionable. Worst you can do is have a conversation and just see if you are using the right services at the right price and that it’s doing everything you need. I mean, it certainly doesn’t hurt.

And much as FUD is frustrating at times and it’s ugly to think about, you’ve given a couple of quite scary case studies there about where things can go wrong and that’s what risk is at the end of the day. That’s why we have insurance. We don’t want these things to happen to us, but sometimes they do, and that’s why people take out insurance. That’s why they should think about their data. You’ve given me a lot to think about as well, so thank you, Steve. I really wish you guys all the best heading into the back-end of the year and hopefully we get to do another one of these again at some point and keep us appraised of what’s happening in cloud.

Steve Porter: Fantastic. Can’t wait. Yeah. Enjoyed every second. Likewise, meeting you has been 10 out of 10.

The Finance Ghost: Thanks, Steve. Ciao.

Steve Porter: Take care.

The billion-dollar cameos: how do brands get themselves on the big screen?

There’s a secret economy that turns movie props into million-dollar billboards.

Every movie has its stars – the leading man or lady, the love interest, the plucky sidekick. But look closely and you’ll notice another recurring cast member quietly stealing scenes: the brands.

Cars, laptops, beers, trainers, blenders – all playing their supporting roles in the background of our favourite stories. Sometimes they strut across the screen in slow motion, like a Lexus cruising down the coast at sunset. Other times, they lurk unnoticed, like a casual takeaway coffee cup on a counter, a phone glowing in a hero’s hand, a beer that just happens to be facing the camera.

These moments might look incidental, but they’re anything but. Behind every branded bottle cap and badge is a negotiation, an invoice, or at the very least, a very enthusiastic email chain between a prop master and a marketing executive.

Hollywood’s most expensive extras

Let’s start with the blockbuster stuff – the product placements that cost more than the average indie film.

Harley-Davidson once spent around $10 million to get its new electric motorcycle a spot in Avengers: Age of Ultron, presumably because nothing says “eco-friendly” like a superhero on a high-voltage bike. Heineken forked over $45 million for a brief but memorable moment in Skyfall, where James Bond swaps his signature martini for a cold beer. The deal went beyond screen time to include permission for Heineken to make ads starring Daniel Craig himself.

Then there’s the long-running arms race between luxury car brands to secure the 007 garage. BMW held the crown throughout the 1990s, spending around $110 million across three films before Aston Martin outbid them with a $140 million deal for Die Another Day. And in 2013, Man of Steel practically turned Superman’s cape into a billboard. More than 100 brands including Nokia, Gillette, and Carl’s Jr. paid a collective $160 million to be part of the reboot.

Big money, big egos, big exposure. And yet, most product placements in film don’t involve any money at all.

The box office barter system

We already know that making movies is expensive. Really expensive. A typical studio production costs around $65 million, and that’s before marketing or distribution. Props, costumes, and set dressing eat up huge chunks of that budget – and that’s where brands come in.

Property masters (the unsung heroes who make sure every gun, gadget, and gadget holder looks authentic on screen) are always hunting for ways to stretch their budgets. And that’s the basis for something called “corporate generosity”.

In many cases, studios simply borrow real products from real companies in exchange for a bit of screen time. No cheques, no contracts, just mutual benefit. The film gets realism and savings, and the brand gets a cameo in front of millions.

Some of cinema’s most famous product placements were (surprisingly) unpaid:

  • Reese’s Pieces only ended up in E.T. because M&M’s turned Spielberg down (apparently out of fear that the titular alien would scare their target audience – kids). M&M’s blunder became Reese’s win, as sales of Reese’s candy shot up 65% during the film’s opening week.
  • Ray-Ban didn’t pay for its iconic appearances in Risky Business and Top Gun – yet both films sent its Wayfarer sales soaring from 18,000 to 360,000 pairs.
  • Google didn’t just get free inclusion in The Internship (a movie about working at Google), it also got editorial control to shape how its offices and culture were portrayed. All that without paying a cent!
  • And while action franchises like Fast & Furious have made careers out of obliterating cars, many of those vehicles were provided (or at least heavily discounted) by the manufacturers themselves. Across its first seven films, the series destroyed around 1,487 cars, which is a theoretical $30 million in automotive carnage.

The agents behind the appliances

Of course, not every blender gets to flirt with fame. Hollywood is flooded with products vying for a spot in the background, and most don’t make the cut. To improve their odds, many brands hire product placement agencies, which are the equivalent of professional Hollywood matchmakers who introduce brands to productions and broker deals.

A typical arrangement goes something like this: a company pays an annual fee (anywhere from $40,000 to $300,000, depending on ambition). In return, the agency pitches the brand to prop masters, set decorators, and stylists, all while combing through scripts to spot potential fits. Need a tech brand for your sci-fi thriller? They’ve got options. A luxury car for your billionaire villain? Done. A specific brand of kitchen mixer for your holiday romance movie set in a bakery in 1960s suburbia? They’ll find one.

It’s all about context and character. The right product has to feel natural, not forced. Nobody wants their high-end watch on the wrist of a serial killer unless it’s a horror franchise with a sequel clause. Apple famously has a rule that their phones can never be used by villains on screen – so if you’re watching a murder mystery and trying to figure out whodunnit, you can cross the iPhone users off your list.

Some companies skip the middlemen altogether. Dell, for instance, started managing its own placements two decades ago by cold-calling Hollywood studios and building relationships directly. The strategy worked: in 2020 alone, Dell appeared in 19 films, including Bad Boys for Life, where it racked up over five minutes of screen time and roughly $8.5 million worth of ad value.

But are product placements worth all this effort?

In short: absolutely.

When Toy Story came out, Etch A Sketch sales jumped by as much as 4,500%. And when the Chevy Camaro starred as Bumblebee in Transformers in 2007, it single-handedly revived a struggling car model that had been gathering dust in showrooms.

Academic studies back this up – product placement can boost brand awareness by around 20%, increase positive associations, and drive higher purchase intent. People remember what they see on screen, even if they don’t consciously register it. That’s the real magic of product placement. It doesn’t feel like advertising (unless it’s really overt). It’s ambient marketing. The brand becomes part of the story’s texture, absorbed through osmosis rather than shouted through a megaphone.

Of course, subtlety is everything. Done well, product placement makes a film feel authentic. Done badly, it feels like an ad break with better lighting. When James Bond cracks open a beer mid-action sequence, it’s clever branding. When a character dramatically praises their laptop’s processing speed, it’s cringe. Viewers are surprisingly sensitive to that balance – they’ll forgive a logo, but not a sales pitch.

The future of on-screen advertising

As traditional advertising gets easier to skip — blocked, muted, scrolled past — brands are getting smarter about where they hide. Product placement offers something rare: undivided attention. You can’t fast-forward through a logo if it’s stitched into the plot.

In the end, product placement is less about selling objects and more about selling associations. Brands borrow the halo of Hollywood – the glamour, excitement, and emotional resonance – and in return, films borrow a bit of real-world texture.

It’s a fine dance between art and commerce, and when it works, both partners look good.

Ghostly editor’s note: my Ray-Bans have nothing to do with Top Gun, ok? Nothing. Absolutely nothing at all. I deny it.

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 (Cashbuild | DRDGOLD | Gemfields | Labat Africa | Premier – RFG | PSG Financial Services | Sanlam | Vukile Property Fund)

Things are picking up at Cashbuild (JSE: CSB)

Bit by bit, sales growth is increasing

Life is tough at Cashbuild. The SARB loves nothing more than high interest rates, so we live in a country where consumers prefer sports betting to investing in physical assets like property (at every income level). They just have to keep grinding away at Cashbuild, with the great hope being that SARB will finally deliver some meaningful interest rate relief.

In the quarter ended September 2025, Cashbuild’s group revenue increased by 6%. In Cashbuild South Africa, existing stores were up 5% and new stores contributed 2%, so the growth in the local business was 7%.

This may not sound like much, but it’s a bit better than what the company has been able to manage over the past year or so. Importantly, volumes are the biggest driver of growth here, as selling price inflation was just 1.4%.

Sadly, P&L Hardware continues to fall, with existing stores suffering a turnover decline of 11%. This segment is only 6% of group sales, but that’s enough for the poor performance in this segment to continue to be annoying.

Onwards and upwards – ever so slowly!


A slight quarter-on-quarter uptick at DRDGOLD (JSE: DRD)

Cost pressures are evident, but are mainly due to timing

DRDGOLD released an operating update for the quarter ended September 2025. All the comparisons are made to the quarter ended June 2025, so this is a sequential quarter-on-quarter view rather than the typical year-on-year approach that would use the September 2024 period as a base.

In other words, don’t be shocked by relatively small movements, as these would annualise into bigger moves.

Gold production was up 2% and gold sales were up 1%. They achieved a better yield on the ore that was milled (i.e. more gold per tonne milled), which is why cash operating costs were up 8% per tonne milled and only 3% per kg of gold.

Adjusted EBITDA was only up by 1% though, with cost pressures leading to this modest growth rate. Annual labour increases were felt in this quarter and they also had to deal with winter electricity tariffs applicable in July and August (vs. only June in the previous quarter). When a business has seasonal factors, using quarter-on-quarter numbers can lead to distortions like these.

Cash and cash equivalents fell by R257.1 million to R1.05 billion. This is because of the dividend and the capex during the quarter. Importantly, the company remains debt free.

Thanks to the leveraged exposure to the gold price (in the form of plenty of operating leverage in this model), DRDGOLD is up a whopping 233% year-to-date!


Gemfields has suffered a very concerning security incident in Mozambique (JSE: GML)

Lives were lost at the mine gate

The risk factors at Gemfields seem to be through the roof right now. The company recently noted the illegal mining issues at the Montepuez Ruby Mining (MRM) facility and how this has delayed the next auction. Things are clearly getting much worse, with 40 illegal miners having marched on the mine gate and attacked Mozambican police officers. Two officers (including a commander) lost their lives.

Sure, no employees or contractors were hurt, but this is clearly an escalation in violence and risk. The company has been given information that this attack may be linked to an investigation by immigration authorities of illegal immigrants in a local village, which also led to loss of life.

Getting rubies out the ground at a profit is hard enough. Doing it under armed guard (which seems to be buckling under the pressure) makes it even worse. I worry about how this security incident is being downplayed in the market, with the share price closing just 1.5% lower in response to this news.


A truly wild day for the Labat Africa share price (JSE: LAB)

At one point in morning trade, it was up 230%!

Labat Africa is a small cap that really captured the imagination of the market on Thursday. There are normally fewer than half a million shares changing hands each day. Thanks to the release of a trading statement, over 18 million shares traded!

After a chaotic trading day, the share price eventually settled 50% higher. This was driven by the trading statement for the year ended May 2025 (yes, very late) that noted a jump in HEPS of a casual 436%. If you’re going to be late, you may as well make an entrance!

In this swing from profits to losses, the HEPS was 13.28 cents for the period. The share price was trading at 6 cents at the start of the day and ended on 9 cents, so it’s trading on a P/E of less than 1x!

The net asset value (NAV) per share is expected to be 21.87 cents, so the share price is also a significant discount to NAV. There’s a whole lot going on at Labat, so treat it as a speculative punt and do your research very carefully here if you are tempted.


Premier proposes a share-for-share acquisition of RFG (JSE: PMR | JSE: RFG)

As usual in these deals, the market sold Premier and bought RFG

It feels like we’ve seen some exciting deals on the local market this year, and now we have another example. Premier Group – the very successful FMCG business that was unleashed by Brait (JSE: BAT) – is looking to acquire sector peer RFG Holdings in a share-for-share deal that would lead to current RFG shareholders having a 22.5% stake in the combined group.

This exchange ratio is calculated based on a price of R22 per RFG share (vs. the prior day’s closing price around R16) and R154 per Premier share (in line with the prior day’s closing price).

What is the rationale for the deal?

Well, if we start with an understanding of Premier, we are looking at a company that has 28% market share in the formal bread market, 38% of the wheat market, 15% of the sugar confectionery market and 22% of the feminine care market in South Africa. It exports 14 brands in its portfolio to 41 countries worldwide. Recent performance has been very strong, with the benefit of operating leverage coming through in the baking business. It’s therefore likely that RFG shareholders would be quite happy to be involved in the merged group, as Premier is a successful story.

Over at RFG, the focus is mainly on key fresh and long-life categories. Recent performance has been difficult, with a number of market factors that can influence the pricing of key products both locally and abroad. There is minimal product overlap with Premier and the operations are (and would remain) distinct. On the one hand, that’s good news for the likelihood of a successful Competition Commission process and the culture of RFG being retained, with Premier seeing this deal as a way to expand and diversify the group. But on the other, this calls into question why it actually makes sense for the groups to belong together and why Premier should be paying a 37.5% premium to the 30-day VWAP of RFG.

It’s worth noting that a typical control premium is around 20% – 25%, so part of the premium is justified purely by Premier taking control of RFG. I think there’s also an element of opportunistic dealmaking at play here, as the RFG Holdings share price was depressed and Premier has been riding high:

The deal is being structured as a scheme of arrangement in which 1 new Premier share would be issued for every 7 RFG shares. Fractional entitlements would be settled in cash. This means that arbitrage traders will keep an eye on the share prices and see if there are any profits to be made based on the exchange ratio, although there’s obviously loads of deal implementation risk at this stage as shareholders still need to vote on the transaction and regulators will need to approve it. There are also a number of material adverse change provisions, which would give the parties a way out if something goes badly wrong at either company.

There are dividends to consider, with RFG entitled to pay a dividend for the 12 months to September 2025 and Premier entitled to pay a dividend for the six months to September 2025.

A break fee of 1% of the deal value would be payable by RFG to Premier in certain circumstances, but this excludes a situation in which RFG’s board recommends a superior proposal. This deal is wide open to a bidding war, so one wonders if we might see a competing proposal emerge.

In that context, it’s important to note that holders of 49.5% of RFG shares have given irrevocable undertakings to accept the offer, including Capitalworks with its 44.5% holding. There are non-binding letters of support from holders of a further 28.3% of shares. Those holders are mainly large institutions and they are clearly keeping their options open in case a better deal arrives.

The scheme circular is expected to be distributed on or about 11 November 2025.


PSG Financial Services’ advice-led model continues to do so well (JSE: KST)

Distribution power is king

When it comes to financial products (and especially in the investment space), it’s really hard to differentiate based on investment performance. As we know, only a handful of active managers reliably beat the market index over the long term. This means that distribution is where the real moat lies, with advisors out there structuring portfolios on behalf of clients and helping to attract flows.

PSG Financial Services is evidence of this, with the results for the six months to August 2025 reflecting a 19% increase in total assets under management. There’s an 18% increase at PSG Wealth (the advice business) and a 21% increase at PSG Asset Management. Thanks to a really good year in the markets, performance fees were 7.3% of headline earnings (up from 6% in the prior year).

PSG Insure also contributed positively, with gross written premium up 6%.

With underlying growth drivers of that nature, it’s little surprise that recurring HEPS increased by 21%. But here’s the interesting thing: despite having a modest growth rate, PSG Insure posted the best recurring headline earnings growth of 26%! The insurance sector really has had an amazing year.

Part of the jump in earnings is the approach taken by the company to managing its margins and investing in efficient growth. Technology and infrastructure spend was up 15%, while fixed remuneration was up just 5%. It’s a good time to be a data centre and not such a good time to be a young professional in the market, although full credit must go to PSG for their graduate programme and their initiatives like Think Big South Africa. The company does the right thing for shareholders and also does the right thing for the country.

Return on equity was a juicy 28.6%, up from 26.2% in the prior period. Just to cap off the good news for investors, the dividend per share was up 18%.

This is an impressive performance that explains why the share price is up 24% year-to-date. Interestingly, the share price dipped 2.6% on the day of results. Some profit-taking after a strong run isn’t uncommon.


Sanlam’s capital markets day details the next era of growth (JSE: SLM)

There’s always something interesting to learn from these events

Sanlam hosted a capital markets day and made all the presentations available here. This gives you an opportunity to really dig in if you’re interested in how the company will drive growth in years to come.

Remember, Sanlam is not shy to do deals. The company tends to make big moves both locally and internationally, with a focus on high growth emerging markets like India and the rest of Africa.

This comes through in the slide deck, like in this slide which shows the ex-South Africa growth opportunity across GDP and financial product penetration:

The group is looking to grow operating profit by more than 600 basis points above South African inflation. That’s significant real growth! In terms of returns to shareholders, they aim to grow the dividend at a rate 400 basis points about South African inflation. They also aim to keep return on equity above 20%.

How will they do it? Aside from organic growth, there are substantial growth drivers in the business that have been unlocked through recent transactions. For example, the growth runway in Africa for SanlamAllianz is exciting. In India, the ShriramOne app is is a “one-stop financial hub” that looks like an interesting strategy. Sanlam is also looking to ramp up its specialist insurance capability via the Lloyd’s transaction. There’s work to be done in some cases to get these deals across the line and to integrate them into the operations, but this is nothing new to Sanlam.

There’s plenty to dig your teeth into in the slides. As a final comment, this chart shows the recovery from the COVID lows and the base for further growth:


Unsurprisingly, the market threw money at Vukile Property Fund (JSE: VKE)

The property sector is hot and Vukile is one of the brightest flames

On Wednesday, Vukile announced a plan to raise around R2 billion through an accelerated bookbuild process. As usual, it didn’t take them long. Also as usual, institutional investors jumped at the opportunity to get their hands on more shares in Vukile at a discount.

In the end, Vukile upsized the raise and placed shares worth R2.65 billion, or 10% of the company’s market cap. In percentage terms, that’s a capital raise that was 32.5% larger than planned!

The property sector has come so far since the pandemic. I’m not ready to reduce exposure just yet, as we are still in a situation where only the best funds are raising money. When the more marginal players start to achieve oversubscribed bookbuilds, it’s time to take my money elsewhere.

In terms of pricing, the shares will be issued at R21.30 per share, which is a 4.3% discount to the 10-day VWAP. This of course is the challenge for retail investors in this sector: our phones don’t ring with the opportunity to buy the shares at a 4.3% discount. Instead, we just get diluted over time, with the hope being that the fund puts the capital to good use and keeps generating strong returns.


Nibbles:

  • Director dealings:
    • Ex-CEO and outgoing director Jan Potgieter has sold more shares in Italtile (JSE: ITE), this time to the value of over R8 million.
  • I was slightly off on the estimated pricing at which the underwriters have bought the ASP Isotopes (JSE: ASP) shares as part of that capital raise, as it seems that I misunderstood the option granted to the underwriters. A subsequent announcement by the company has confirmed that the price is $11.65 per share (for both the initial issue to the underwriters and the option). The underwriters will obviously try to offload them at a profit.
  • Southern Palladium (JSE: SDL) has requested a trading halt in Australia based on a pending announcement of a capital raise. This is how the listed environment in Australia works. We don’t have this rule in South Africa, so we end up in the odd situation where the company’s shares are suspended from trading in Australia but not in South Africa. The halt will be in place until the company makes the announcement about the capital raise or until the commencement of trading on Monday 20th October, whichever happens first.
  • Mantengu Mining (JSE: MTU) announced that Magen Naidoo, currently the CFO, will be appointed as the Deputy CEO as well. The drama around the company continues, with the company noting that this appointment is because of the death threats that have been received by CEO Mike Miller.
  • Shuka Minerals (JSE: SKA) is still holding its breath for the funding that is expected to be received from Gathoni Muchai Investments (GMI) for the acquisition of Leopard Exploration and Mining. There’s a $1.35 million cash consideration due to the sellers. The amount has been delayed yet again, with promises now made that the money will clear next week.
  • Kibo Energy (JSE: KBO) announced that the company has received an initial advance of funding under the convertible loan note issued to an institutional investor. This is to help the company with the process of acquiring Carbon Resilience Pte Limited, a utility-scale industrial decarbonisation and renewable energy company focused on Australia. The balance of the funds under the convertible loan note is expected to be received by 29th October. This capital is purely to fund the process of the deal, not the deal itself.
  • Universal Partners (JSE: UPL) will issue shares worth roughly R1.25 million to Argo Investment Managers in part settlement of the carry fee that is payable after the disposal of the company’s investment in YASA Limited. This represents less than 0.1% of shares in issue.
  • Here’s something for those keeping an eye on Mondi (JSE: MNP): the company has announced the launch of a €550 million Eurobond with a 5-year term and a coupon of 3.375%. They will use this to refinance existing debt, including the €600 million notes due April 2026 that they are currently busy with a tender offer for.

Note: Ghost Bites is my journal of each day’s notable news on SENS. It reflects my own opinions and analysis and should only be one part of your research process. Nothing you read here is financial advice. E&OE. Disclaimer.

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

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Consumer-packaged goods company Premier Group has launched a takeover bid of leading producer of convenience meal solutions RFG in a share swap transaction valued at c.R5,78 billion. Premier will issue shares in the ratio of 1 Premier share for every 7 RFG shares and a cash amount in respect of fractional entitlements to Premier shares. The share swap ratio is based on a reference price of R22.00 per RFG share and R154.00 per Premier share and will see RFG shareholders holding an aggregate 22.5% stake in the combined group. Based on the share swap ratio, the scheme consideration represents a premium per RFG share of 37.5% based on the 30-day VWAP. Shareholders collectively holding 77.8% of RFG’s shares in issue have undertaken to vote in favour of the transaction. Upon completion of the transaction, RFG will delist from the JSE. The enlarged group will have a combined annual revenue of c.R27,9 billion and profit after tax of c.R1,7 billion.

Growthpoint Properties has entered into a partnership with RSA Aero, the owners and operators of Cape Winelands Airport, making an initial investment with the right to co-invest and develop the new Cape Winelands Airport precinct – set to be developed on the site of the airfield previously known as Fisantekraal, north of Durbanville. The airport is expected to sustain c.35,000 direct and indirect jobs with an initial investment of R8 billion which will deliver the terminal buildings, runway and a 450-hectare developable estate. Construction of airport could begin in early 2026, pending Environmental Impact Assessment (EIA) approvals, with the projected opening in 2028.

Afhco Holdings, a subsidiary of SA Corporate Real Estate (SAC), has added to the residential portfolio with the acquisition of Parks Lifestyle Apartments at Riversands in Fourways. The development with a transaction valued of R1,67 billion will, once completed, comprise 2,000 residential units and will increase SAC’s exposure to suburban estates to 67.2% (currently 58.7%) of its residential portfolio. The purchase consideration will be funded through a combination of existing and new debt facilities, disposal proceeds and/or equity to be raised. The deal, a category 2 acquisition does not require shareholder approval.

Exemplar REITail has acquired two retail properties – a 50% stake in Boitumelo Junction in Welkom and Stimela Crossing in Barberton. The consideration payable for the Boitumelo Junction stake is R124,28 million to be paid to Masingita Property Investment Holdings. The second property owned by Zoviblox, a wholly-owned subsidiary of Masingita, will be sold for a purchase consideration of R235,47 million. The acquisitions constitute category 2 transactions for Exemplar and as such do not require shareholder approval.

ASP Isotopes has acquired an independent radiopharmacy located in Florida, US. The transaction is in line with the company’s strategy to expand PET Labs Pharmaceuticals’ nuclear medicine business, building a vertically integrated supply chain, manufacturing and distribution system for the delivery of radiopharmaceutical products. The acquisition represents PET Labs’ first expansion outside of South Africa.

The Canal+ offer to MultiChoice shareholders closed on 10 October with shareholders holding c.92.54% of the issued share capital accepting the offer. These acceptances together with the shares held by Canal+ prior to the offer will result in Canal+ holding a c.94.39% stake. The remaining shares will be compulsorily acquired in terms of the ‘squeeze out’ mechanism as the offer has been accepted by more than 90% of MultiChoice shareholders.

In early September Shuka Minerals informed shareholders that the finalising of the acquisition of Leopard Exploration and Mining (LEM) which owns the Kabwe Zinc Mine, first reported in December 2024, had been hindered due to the delay in the remittance of funds in the form of a loan from Gathoni Muchai Investments (GMI). The loan is necessary to satisfy the US$1,35 million balance of cash consideration due to the LEM vendors. GMI has now confirmed that payment is in process.

Kuunda, a B2B fintech solutions provider, has closed a Pre-Series A funding round of US$7,5 million. The funding round was supported by Portugal Gateway Fund, Seedstars Africa Ventures, 4Di Capital, Accion ventures, Nedbank and E4EAfrica. The funding will be used to scale inclusive digital lending by building the infrastructure as Kuunda expands into new markets in Africa and the MENA region.

Abland Property Developers and The Cavaleros Group have entered into a joint venture agreement on key land holdings. The partnership aims to accelerate the creation of sustainable, world-class developments and in doing so stimulate economic growth and empower communities.

Thebe Solar Energy has disposed of a portfolio of operational solar and battery energy storage assets to Westbrooke Renewable Energy Alternatives, a partnership between Westbrooke Alternative Asset Management and French renewable energy company CVE’s local subsidiary. The portfolio, located at 91 Shell-owned services stations across South Africa, generates c.7.8 GWh of renewable power annually. Financial details were undisclosed.

Weekly corporate finance activity by SA exchange-listed companies

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This week Vukile Property Fund successfully undertook an equity capital raise of R2,65 billion, up from the initial R2 billion announced, representing 10% of the company’s market capitalisation. Vukile will issue c.124,5 million shares which were placed at a price of R21.30 per share representing a 4.8% and 4.3% discount to the pre-launch Vukile closing price and 10-day VWAP respectively on 15 October 2025. The proceeds of the bookbuild will enable Vukile to capitalise on accretive opportunities in the deal space.

Orion Minerals has issued 290,239,214 shares at an issue price of 1.5 cents to raise A$4,35 million. This finalises the issue of shares under the first stage of the placement. The second stage of the placement which involves the issue to its chairman, is subject to shareholder approval on 27 November 2025.

ASP Isotopes which took a secondary inward listing on the JSE in August 2025, following the offer to Renergen shareholders, is to raise c.$210,3 million in an underwritten public offering. The company has granted the underwriters a 30-day option to purchase c.$31,5 million of additional shares. The proceeds will be used for general corporate purposes.

Anglo American has purchased 71,444 shares on behalf of its shareholders in terms of its Dividend Reinvestment Plan (DRIP). 46,632 shares were acquired at an average price of £27.69 per share for electing shareholders on the UK register and 24,812 shares on behalf of shareholders on the South African register at an average price of R649.59 per share. Shareholders on the Botswanan register did not participate.

In terms of its Dividend Reinvestment Plan (DRIP) Mondi has, on behalf of shareholders electing this option, purchased 181,725 shares in the market at an average price of £10.15 per share and 186,886 shares in the local market at an average price of R237.78 per share.

Universal Partners has issued 69,658 shares by way of consideration issue for the part settlement of the carry fee owed to Argo Investments Managers in relation to the disposal of the Company’s investment in YASA.

Southern Palladium has requested a trading halt on ASX pending an announcement due on 20 October regarding a capital raising to be undertaken by way of a share placement and share purchase plan. The JSE has not declared a corresponding trading halt.

Trustco has renewed its cautionary notice advising that the company is to appoint an independent expert to prepare a fairness opinion for delisting purposes.

Shareholders have voted in favour of the change in name of the company from PBT Group Limited to PBT Holdings Limited. The special resolution for the name change will be lodged with the Companies and Intellectual Property Commission.

The JSE has informed Telemasters’ shareholders that the company had failed to submit its annual financial statements timeously and that its shares are under threat of suspension. If the company fails to submit these by 1 November 2025, its listing may be suspended.

This week the following companies announced the repurchase of shares:

Combined Motor Holdings is to undertake a repurchase of shares programme. The decision stems from surplus funds and low interest rates with directors of the view that returning the surplus to shareholders by way of a pro rata share repurchase offers the most optimal use of the funds. The repurchase programme will be restricted to a maximum number of 11,220,000 shares, representing 15% of the company’s total present issued ordinary shares.

South32 continued with its US$200 million repurchase programme announced in August 2024. The shares will be repurchased over the period 12 September 2025 to 11 September 2026. This week 1,739,172 shares were repurchased for an aggregate cost of A$5,43 million.

The purpose of Bytes Technology’s share repurchase programme, of up to a maximum aggregate consideration of £25 million, is to reduce Bytes’ share capital. This week 506,500 shares were repurchased at an average price per share of £3.93 for an aggregate £1,99 million.

Glencore’s current share buy-back programme plans 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 10,800,000 shares were repurchased at an average price of £3.57 per share for an aggregate £38,51 million.

In May 2025, British American Tobacco 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 being funded using the net proceeds of the block trade of shares in ITC to institutional investors. This week the company repurchased a further 733,248 shares at an average price of £38.12 per share for an aggregate £27,95 million.

During the period 6 to 10 October 2025, Prosus repurchased a further 1,264,403 Prosus shares for an aggregate €77,34 million and Naspers, a further 1,168,469 Naspers shares for a total consideration of R1,49 billion.

One company issued a profit warning this week: Santova.

During the week two companies issued or withdrew a cautionary notice: Combined Motor Holdings and Trustco.

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

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Botswana-based private equity firm, Africa Lighthouse Capital, has announced the acquisition of a significant minority equity stake in Bayport Financial Services Botswana, a regulated microfinance provider serving government and other wage-earning employees, for an undisclosed sum.

Caisse des Dépôts et Consignations de Côte d’Ivoire Capital (CDC-CI Capital) has made an equity investment FCFA350 million in the E-Health Development Agency (ADES) to support the development of telemedicine and connected care in Côte d’Ivoire. ADES offers telemedicine and outpatient care services through its UMED platform, which includes online consultations, home medical visits, biomedical analyses, and remote medical monitoring for patient follow-up, particularly for those with chronic diseases.

Moroccan fintech, Chari, has raised US$12 million in a Series A round led by SPE Capital and Orange Ventures, and including Verod-Kepple, Global Founders Capital, Plug and Play, Endeavor Catalyst, Pincus Capital, Al Khwarizmi Ventures, UM6P Ventures, Axian Group, Uncovered Fund, AfriMobility, P1 Ventures, Reflect Ventures, Dragon Capital, MyAsia VC, Harambean Prosperity Fund and H&S Invest Holding. Business angels Michael Lahyani and Karim Beguir also joined the round. Chari is the first VC-backed startup in Morocco to be granted a payment institution license by Bank Al-Maghrib, the country’s central bank.

In Nigeria, online travel group, Wakanow, has acquired Nairabox, a Nigerian event and cinema ticketing platform, for an undisclosed sum. The acquisition signifies Wakanow’s expansion beyond traditional travel services into the broader entertainment and lifestyle sectors, aiming to create a comprehensive digital ecosystem that integrates travel, entertainment, and cultural experiences.

Mi Vida, a Kenyan residential build-to-sell developer, focusing primarily on affordable and mid-market green-rated housing, has announced the signing of a share purchase agreement for a management-led buyout of the business from Actis for an undisclosed sum.

Cameroon-based fintech, REasy, has raised US$1,8 million in pre-seed funding to expand its operations across West Africa and strengthen its trade infrastructure. The round was led by Ingressive Capital, Launch Africa, and 54 Collective, with participation from Digital Africa, Christophe Chausson, Mathias Léopoldie, and Joël Nana Kontchou. The trade-finance platforms, founded in 2023, offers cross-border payments, logistics and compliance services to SME importers.

Kestrel Capital East Africa, an East African investment bank and stockbroker in Kenya, announced its acquisition by Theo Capital Holdings through a landmark Management Buyout. The deal was announced at the firm’s 30-year anniversary celebrations. Financial terms were not disclosed.

A consortium of investors comprising SPE PEF III (SPE Capital), Proparco and Amethis MENA Fund II (Amethis) has invested in Delta Holdings B.V., a prominent manufacturer of specialty additives with a focus on the paint and coatings industry that has a strong international presence in Egypt and India. Financial terms were not disclosed but the investment will support Delta Holdings in broadening its product offering and accelerating its export-oriented initiatives.

Tunisian fintech, PayDay, has announced the closing of its first pre-seed financing round led at a valuation of US$3 million, by UGFS North Africa (United Gulf Financial Services), with participation from TALYS Group and BioProtection SA. The startup combines salary-backed financing and micro-Takaful protection to foster financial well-being and inclusion across Tunisia and beyond.

Jahazii, a Kenyan fintech startup providing earned wage access and payroll infrastructure for Africa’s informal economy, has raised US$400,000 in pre-seed funding. The blended round—featuring equity, debt, and grant funding —drew investors including Antler East Africa, DEG Impulse, Jozi Angels, Innovest Afrika, and several strategic angel investors. The company will use the new capital to scale its software platform that unifies HR management, payroll processing, and embedded financial services for operations-heavy sectors such as manufacturing and agriculture.

Practical considerations when implementing ESOP and HDP transactions

Employee share ownership programmes (ESOPs) and HDP (historically disadvantaged persons) transactions have gained prominence in the context of mergers and acquisitions, where the South African competition authorities have increasingly conditionally approved mergers subject to ESOPs or HDP transactions to address public interest concerns. These conditions aim to ensure that ownership by workers and HDPs is not adversely affected by mergers and, in some cases, they seek to enhance such ownership. However, the implementation of ESOPs and HDP transactions introduces complex legal, financial and operational challenges for both acquiring and target firms.

This article examines the evolving approach of the South African competition authorities regarding ESOP and HDP transaction-related conditions, and the practical implications for firms implementing these conditions as part of the merger approval process.

In recent years, ESOPs and HDP transactions have emerged as a transformative tool in South Africa, playing a crucial role in economic empowerment and inclusive ownership. The South African competition authorities’ focus on ESOPs, HDP transactions and other public interest conditions in merger approvals, as seen in the recent Vodacom/Maziv merger, has contributed to a surge in their implementation, particularly as a remedy for ownership dilution concerns, and to address potential anti-competitive effects.

These programmes and transactions are often integrated into Broad-Based Black Economic Empowerment (B-BBEE) strategies, reflecting their significance in promoting equitable economic participation, and as a tool for B-BBEE compliance. This is particularly relevant to the ownership element of the B-BBEE scorecard. Firms are recognising the dual benefits of ESOPs: enhancing employee engagement and meeting regulatory mandates.

Another trend is the diversification of ESOP structures. Firms are exploring various models, such as restricted share schemes, share purchase plans, option schemes and phantom schemes to tailor ESOPs to their specific needs. This flexibility allows companies to align ESOPs with their strategic objectives, whether it’s incentivising employees, enhancing B-BBEE compliance, or facilitating mergers and acquisitions. We have also noticed a trend with the Competition Commission affording itself the right to approve the B-BBEE shareholder in the context of HDP transactions.

Lastly, the regulatory environment surrounding ESOPs and HDP transactions is becoming more supportive. The publication of the Commission’s Revised Public Interest Guidelines Relating to Merger Control has provided clearer frameworks for the implementation of ESOPs and HDP transactions. We have also seen the competition authorities slowly move away from imposing ownership conditions where it is not feasible to do so, or where there are no concerns about ownership dilution.

While ESOPs and HDP transactions are generally seen as a positive development, their implementation can be complex and costly.

Merger conditions imposed by the competition authorities usually contain a time period within which merger parties are required to implement an ESOP or an HDP transaction. This period is typically between 12 and 24 months from when the deal has been closed. This often means that parties are required to begin implementing an ESOP or HDP transaction as soon as possible, so that they do not breach the merger conditions.

To do so, merger parties should begin considering the structure of the ESOP or HDP transaction at an early stage. This may entail, for example, considerations on whether an ESOP will be established as a trust or a company. Parties must also consider financing considerations, drafting the required documents, engagement with key stakeholders, due diligence processes, tax, and other implications. These considerations may be complex, depending on the structure of the ESOP or HDP transaction, and may have an effect on the timing of the implementation of an ESOP or HDP transaction.

To mitigate timing risks, parties need to develop and implement a clear roadmap with key milestones. They should involve transactional and legal advisors at an early stage of the implementation of an ESOP or HDP transaction. This will assist parties to identify any issues that may delay implementation. Merger parties should also be upfront and make submissions to the competition authorities during the investigation or adjudication of their deal. They should set out realistic timelines for the implementation of the ESOP or HDP transaction, depending on the particular facts of their case. Where parties have been unable to start with the implementation of an ESOP or HDP transaction in a timely manner, they should seek to engage with the competition authorities as soon as possible to mitigate the risk of non-compliance with their ESOP or HDP condition.

If it becomes evident that the ESOP/HDP condition will need to be varied from a timing perspective, merger parties should engage proactively with the competition authorities. Early engagement may help avoid opposition from the competition authorities and other key stakeholders.

Given the rise in mergers being approved subject to ESOP and/or HDP transactions to address public interest concerns, parties need to plan proactively and exercise caution when agreeing to the timing of the implementation of these conditions. This will ensure that parties meet their regulatory mandates and achieve the desired outcome for ESOPs or HDP transactions.

Masango and Mmutle are Senior Associates | Webber Wentzel

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

Musings from a reconditioned private equity fund partner

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Good corporate governance makes sound commercial sense (Part 2)

On my return to legal practice from the world of private equity, the first article I wrote was about good corporate governance. You might think it a dry topic for the first round, but it made sense to me at the time because, in my experience, its relevance is so often underappreciated. I also thought that although it may be dry, at least it should resonate somehow with most people. Even if it only results in a brief re-examination of any established biases about governance, it will have achieved something.

There is a trend for people who are involved in the transactional side of business – generally senior management – to shy away from the subject of governance. Surely that’s what company secretaries and compliance officers are for? But it’s this kind of thinking which undervalues the importance of good governance.

In case you are picking up this article first, although the two may easily be read independently of each other, the following is the link to Part 1. I mentioned then that there is an established connection between good corporate governance on the one hand, and enterprise valuations and the ability to raise debt on the other. A company which has its corporate governance ducks in a row creates an immediate impression of being well run, where executive management knows what is going on and, to mix metaphors, has a firm hand on the tiller. It demonstrates, for example, engagement with a board that functions effectively, that has the information it needs at its fingertips, and that plays a proactive and valuable role in the affairs of the company.

Private companies looking for equity investors or for finance from any third party could benefit from answering questions with the following flavour:

 What does the Board of Directors look like? Are most members of the board independent non-executives? Is it suitably representative of individuals from different backgrounds, and do they collectively bring relevant industry-specific or other expertise?
 Is there a board charter or corporate governance framework in place that explains, at least, the following: what corporate governance means in the context of the company, the expectations the company has of each of the members of the board, and roles and responsibilities of board subcommittees?
 Do each of the board members understand their legal (both statutory and common law) responsibilities, as well as what is expected of them at board level?

 Have the relevant board subcommittees been constituted and are they functioning properly? Consider the following:

  • Is there an Audit Committee, or a combined Audit and Risk Committee? If the mandate of the Audit Committee does not also address the company’s risk environment, is there a separate Risk Committee?
  • Is there a Remuneration Committee? While the requirement for such a committee has not been legislated, it is addressed in the proposed new section 30B of the Companies Act (which has not yet been promulgated).
  • Is there a Social and Ethics Committee?

 Who are the members of these committees, and are their qualifications and experience relevant to their respective roles? In the case of the Audit Committee, for example, are the members aware of section 94 of the Companies Act (helpfully entitled Audit Committees), and does the committee comply with the requirements of this section?
 Are the responsibilities of each committee set out in a clear Terms of Reference or other formal document, and has this been circulated to, and acknowledged by, both the board and all the relevant committee members?

 Is there a corporate calendar that sets out, annually in advance, the dates upon which the board and its various subcommittees are to meet?
 Are meetings properly minuted, and are these reviewed and signed off by the relevant committees?
 Is there a comprehensive set of properly prepared and executed resolutions for all decisions taken?

A bugbear of mine is that although minutes and resolutions are the official record of decisions made by the company, they are frequently either wrong, or sometimes plain misleading. When they are well prepared, they provide a comprehensive history of the company’s affairs, and detailed rationale for and background to decisions taken. When they’re badly done, as all too often appears to be the case, they frequently don’t comply with the applicable law, are often incomplete, and they generally gloss over material facts or issues. These types of records ask more questions than they answer.

A final thought is that all executive decisions need to be critically examined. It is all very well for busy executives to make important decisions in the corridors, but we all have blind spots – unconscious biases about our own decision-making ability. These biases lead even the smartest people to make stupid decisions sometimes, as they believe emphatically that, because they are equipped with their unique intelligence and their experience, they are right even when they are wrong.

A board whose members possess relevant experience and expertise can challenge a decision, and can ask for more information where it appears that insufficient information was provided. It provides accountability for decisions, and ensures that the decision-making process is robust. It monitors decisions made, and ensures that any deviations or variations are noted. All this means (and this should be of considerable comfort to the executive team) is that an engaged board is likely to make better decisions.

To quote an old friend: ‘A decision-making process that provides some guidelines and guardrails provides some safeguards against really stupid decisions.’

Peter Mason* is a Senior Consultant | Bowmans

  • Peter is an ex corporate finance and banking lawyer. After leaving banking, and a brief sojourn at a large SA law firm, he spent 10 years as a partner of a private equity fund manager based in Johannesburg.

Ghost Bites (ASP Isotopes | Exemplar REITail | Karooooo | Vukile Property Fund | Vunani)

ASP Isotopes looks to raise $210 million (JSE: ISO)

That’s a clever move after the recent jump in the share price

Smart companies know that the time to raise capital is when the share price is high and everyone is in love with your story. The very worst time is when the share price is depressed and you’re raising money just to survive. In fact, if you read some of the stories of US-based tech companies, the common thread seems to be that they raised money when they didn’t need it!

ASP Isotopes has been listed on the Nasdaq since 2022 and only recently added the JSE to the mix. American investors have a completely different mindset to South African investors, so ASP Isotopes is able to play the game that works in the US. In other words: raise capital when the share price has jumped.

Based on recent news around major supply contracts (the main driver) and bolt-on acquisitions (to a lesser extent), ASP Isotopes’ share price has increased over 46% in the past month. This is therefore a very good time to tap the market for capital.

The company is leaving itself some headroom, as they’ve filed a “shelf registration statement” which includes a prospectus that gives them the flexibility to raise up to $250 million across multiple types of instruments and over time in various tranches.

They aren’t wasting any time, with a public offering to raise $210.3 million in equity for general corporate purposes. They are doing this through underwriters and it looks like the price will be roughly $12.25 per share. The recent price on the Nasdaq was around $14.05 per share, so the underwriters will try and get that price in the market and make their margin in the process. This is very different to how you’ll typically see things play out in South Africa. Everything about the US market is geared towards large and successful capital raises, which is precisely why I have core holdings in my portfolio of US-based investment banks.

Like I said the other day in Ghost Bites: ASP Isotopes is run by investment bankers and they know how to use the capital markets.


Exemplar REITail’s latest deals tap into the informal-to-formal retail trend (JSE: EXP)

I can’t say I blame them

In South African property investing, there’s one class of retail properties that is really standing out at the moment: township-adjacent and commuter properties. Essentially, anything that allows for heavy foot traffic of lower income consumers who are shifting their spend from the informal sector to the formal sector. This trend is driving the story at grocers like Shoprite (JSE: SHP) and Boxer (JSE: BOX), so it’s the real deal.

Exemplar REITail isn’t scared to own these properties, with the latest acquisitions being firmly in this bucket. The first is a 50% share in Boitumelo Junction in Welkom and the second is a 100% share in Stimela Crossing in Barberton.

The Boitumelo Junction deal is priced at R124.3 million and the Stimela Crossing deal is priced at R235.5 million. In both cases, the deals are priced at net asset value (NAV) and Exemplar reckons these are the fair values. Based on the accounts for the year ended February 2025, the yields are 9.7% and 8.3% respectively. They just refer to the “profits” rather than net operating income, so I’m not 100% sure if the profits used to calculate the yield are directly comparable to how one would normally do it.


Karooooo banks more mid-teens growth (JSE: BYI)

The company keeps delivering

Karooooo released results for the second quarter and thus the half-year as well. It’s a solid set of numbers overall, with guidance for FY26 reaffirmed.

For the quarter, subscribers increased by 15% and net additions were 70,740 vs. 89,168 in Q1. This means that the rate of growth slowed down in Q2 vs. Q1, but the year-on-year growth remains strong. They grew subscribers by 15% year-on-year in South Africa, which is impressive given the maturity of the home market. Asia Pacific and the Middle East grew 21%, with Southeast Asia as the second largest contributor to group revenue. They are investing heavily there, with the sales headcount in Southeast Asia expected to be 70% higher by February 2026 vs. February 2025! Just to finish off on the geographical review, Europe increased 19%, while rest of Africa actually suffered a small dip.

Importantly, subscription revenue was up 20% in ZAR or 21% in USD, so average revenue per user (ARPU) increased. This is a key driver of earnings. There is some dilution to the profit margin though, as operating profit increased by 18% and earnings per share came in 15% higher. Cartrack’s operating profit margin was steady at 29%, while Karooooo Logistics dipped from 9% to 8%.

If we look over six months to take out some of the quarterly noise, Cartrack subscribers increased by 15%. The slower rate of growth is evident here as well though, with net new subscribers of 154,753 vs. 165,078 in the comparable period. Subscription revenue was up 19% in ZAR and 20% in USD. Operating profit increased by 18% and earnings per share was up 17%. Again, Cartrack’s margins were steady and Karooooo Logistics suffered a dip in margin from 11% to 8%.

You have to dig into the underlying report to get the cash from operations, as Karooooo doesn’t highlight the cash in the SENS commentary. Due to the capital-hungry nature of the business model from a working capital perspective (investment in devices), a period of growth often has a negative impact on cash. Sure enough, cash generated from operating activities for the quarter was up 22% before working capital changes and down 32.2% after working capital changes. They were still cash positive, just less so than in the comparable period.

So, aside from some growing pains in Karooooo Logistics (not to mention the volatility in earnings that is always going to be a feature of low-margin businesses), Karooooo is on the right track.


Vukile taps into a hot property market (JSE: VKE)

A bookbuild of around R2 billion is likely to be oversubscribed

Vukile Property Fund is among the best of the best when it comes to REITs. This means that there’s likely to be a bunfight among institutional investors over the shares that the company will issue to raise approximately R2 billion in fresh equity. We will no doubt find out early on Thursday morning, as accelerated bookbuilds tend to live up to their name.

Why does the group need more money? For acquisitions, of course! They’ve locked in two deals (one in each of South Africa and Iberia as the core markets). The South African deal is just waiting for Competition Commission approval. The Iberian deal is much earlier in the process, with Vukile in the offer stage with sole exclusivity on the opportunity (important as it avoids a bidding war).

As you can see, the details on the acquisitions are light. To help shareholders feel motivated to throw more money at Vukile, the company reminded the market that they are “confident” of the guidance of at least 8% growth in funds from operations per share and dividends per share.

Vukile’s share price is up 24.5% year-to-date.


Vunani expects a significant jump in earnings (JSE VUN)

Here’s some more good news for the company

Vunani released a trading statement for the six months to August 2025. They expect to report an increase in HEPS of between 32% and 52%, which means a range of between 8.8 cents and 10.2 cents.

This comes after the recent news of a merger between Vunani Fund Managers and Sentio Capital to create a fund manager of significant scale. Things seem to be on the up at Vunani, although there’s still limited liquidity in the stock and thus it’s difficult for institutional investors to really get involved here (assuming they would want to).


Nibbles:

  • AECI (JSE: AFE) unfortunately needs a new CEO and for seemingly unhappy reasons. Holger Riemensperger has only been in the job since 2023 and has been driving a turnaround at the group. Due to “personal and family reasons” he will be stepping down from 15 October, which is literally straight away. It’s never nice to read that stuff. The market hates news like for this for more than just the underlying human reasons, with the share price down 8.5% on the day. Dean Murray, Executive Vice President of AECI Chemicals, has been appointed interim CEO. He’s been at the company for over 18 years in leadership positions. To find a permanent CEO, the company will consider external and internal candidates. Good luck to Murray!
  • Cashbuild (JSE: CSB) announced that the subscription for shares representing a 60% controlling stake in Allbuildco Holdings (Amper Alles) has met all conditions. The effective date will be 1 December 2025.
  • Metrofile (JSE: MFL) announced that Mango Holding (the offeror that wants to acquire Metrofile) has an interest of 9.96% in Metrofile’s shares via a total return swap with Standard Bank.
  • Anglo American (JSE: AGL) announced the results of the dividend reinvestment plan. Holders of 3.37% of shares participated in this plan and elected to receive shares in lieu of cash.
  • Curro (JSE: COH) announced that JPMorgan now holds 5.01% of the company’s shares in issue. I suspect that this is an underlying arbitrage trade based on the offer to shareholders that will involve Capitec (JSE: CPI) and PSG Financial Services (JSE: KST) shares.
  • If you think you’re having a bad week, then spare a thought for the broker who experienced a system malfunction that broke the share prices of several small caps on Tuesday. Insimbi Industrial Holdings (JSE: ISB) was the first of these companies to explain what happened, with an announcement on Wednesday morning explaining that trades happened without any instruction from Insimbi shareholders. This includes the sale of 6.85 million shares by the CEO! They are hoping that these trades can be reversed. There were a number of companies affected, with Cilo Cybin (JSE: CCC) releasing a similar announcement later in the day. What a mess.
  • I think we can safely conclude that Accelerate Property Fund (JSE: APF) shareholders have had enough of Michael Georgiou. A whopping 97.08% of votes were cast against his re-election as a director. Shareholders also aren’t interested in giving the directors any ability to issue shares without permission, with the same percentage of shareholders voting against that resolution as well. That makes sense, given the huge discount to NAV at which the fund is trading.
  • Sirius Real Estate (JSE: SRE) announced that Fitch has reaffirmed its BBB investment grade credit rating with a stable outlook. This is of critical importance to property funds, as their cost of debt is a core input to their economic returns due to the extent of debt that they always use in the portfolio. Sirius is one of the best in the business, so this news about the credit rating is no surprise.
  • Trustco (JSE: TTO) seems to have made some progress with the JSE regarding the audit of the financials for the period ended August 2024. I honestly don’t know who must be more excited for Trustco to leave the JSE at this point: the directors or the issuer regulation execs at the JSE!

Note: Ghost Bites is my journal of each day’s notable news on SENS. It reflects my own opinions and analysis and should only be one part of your research process. Nothing you read here is financial advice. E&OE. Disclaimer.

Ghost Bites (Bytes Technology | CMH | Ninety One | Santova | Tharisa)

The shine has come off Bytes Technology Group in a big way (JSE: BYI)

The company has bigger problems than repairing its reputation after the shocking governance around the ex-CEO’s trades

In February 2024, former Bytes Technology Group CEO Neil Murphy resigned after an astonishing number of undisclosed share trades suddenly came to light. The share price was obliterated in response, with Sam Mudd promoted to CEO shortly after the initial chaos.

The share price bounced back strongly initially, but the unfortunate reality is that the company has much bigger problems than a badly behaved ex-CEO. The UK market hasn’t been great for the past couple of years and Bytes was priced for growth, so a nasty slowdown in performance can only lead to a drop in the share price. With the release of results for the six months to August 2025, the market has been disappointed once more and has shown its displeasure:

The problem seems to primarily lie in the margins. Gross invoiced invoice (GII) might be up 9.1% year-on-year, but revenue is up just 2.5% and gross profit increased by a measly 0.4%. Costs unfortunately didn’t sit still (especially with headcount up 12% year-on-year), so operating profit dropped by 7% and operating margin dipped from 43.4% to 40.2%. By the time you get to HEPS, the decrease is 5.1%.

There clearly aren’t many highlights here. A slightly silver lining is growth in the interim dividend per share of 3.2%, although this isn’t a sustainable trajectory unless earnings improve. The board’s confidence to increase the dividend would’ve come from a 15.1% increase in cash on the balance sheet.

The problem is that Bytes doesn’t really have a moat. They are selling products on behalf of the likes of Microsoft, so a change to how Microsoft incentivises its partners can cause considerable pain. This is why the company is focusing on services vs. software, as it gives them more control over their margins. That strategy is bearing fruit, with software GII up 8.9% and services GII up 15.1%. But what investors really want to see is an uptick in revenue and margins, as that’s what counts.

It’s unlikely that the trajectory will be any prettier in the second half of the year, as they are up against a particularly strong base period.


Combined Motor Holdings gives us the rarest of examples of capital allocation (JSE: CMH)

Not only are they doing huge buybacks, but it’s instead of the dividend

In South Africa, many corporates are obsessed with the idea of paying an annual dividend and ensuring that it increases each year. To be fair, there are lots of mature companies in the US that are no different. As a reward for having an artificially low payout ratio and a dividend that keeps going up, those US companies even form part of a special club: the Dividend Aristocrats.

In truth, the decision to pay a dividend should always be weighed up against other capital allocation decisions. This is dividend theory 101, with the “bird in the hand” argument suggesting that the market pays a premium valuation for companies that show commitment to the dividend.

At CMH, we are going to find out if that theory holds in South Africa. Having just released results for the six months to August 2025 that reflect revenue growth of 16.3%, operating profit growth of 14% and HEPS growth of 22.7%, you would expect to see a juicy dividend. Instead, there is no dividend whatsoever! The company has decided to rather invest that cash into share buybacks, with a plan to repurchase up to 15% of the shares currently in issue. They won’t be able to execute a buyback of this size on-market and without shareholder approval, so a circular will no doubt follow in due course.

This approach to buybacks feels sensible, as these charts demonstrate that profitability hasn’t been nearly as smooth as the revenue journey thanks to all the distortions of the pandemic margins and then the significant change to the local market from the influx of Chinese cars:

Due to the cash-hungry nature of the operations from a working capital perspective, the cash generation story is even more volatile. For example, in the latest period, cash generated from operations fell by 14%.

When you’re dealing with this kind of volatility, buybacks give you flexibility that dividends simply don’t.

If we dig into the segments, then we find the usual situation that is such an amazing example of structural differences in margins. The car hire business generates profit before tax of R77 million from external revenue of R389 million, a profit before tax margin of almost 20%. The motor retail business has revenue of R7.1 billion, yet it only manages profit before tax of R104 million – a margin of just 1.5%. Talk about picking up pennies in front of a steamroller!

There is another element to the economics of the motor retail business that we need to consider. Selling cars feeds the financial services segment at CMH, which made profit before tax of R27.6 million from revenue of R74.9 million. That’s a margin of nearly 37%, which makes this the most profitable segment of the group!

CMH has done a commendable job of adapting here, with the management commentary noting that Chinese and Indian cars are nearly 50% of group new car sales. The traditional names at CMH (Nissan / Ford / Volvo) are really struggling. Hybrids are just 3% of the market, way below NAAMSA’s target of 20% this year and 40% by 2030. I have no idea how NAAMSA arrived at that target, but there is no chance of that happening here at the tip of Africa.

The car rental business also isn’t without its challenges, as they operate in a highly competitive environment. One of the ways they generate usage of the vehicles is the insurance replacement market. Now, we know from reading the results of short-term insurers that underwriting profits have been strong recently, which means that claims have been lower. Sure enough, CMH echoes this view in the commentary, noting a decrease in the level of insurance claims.


A juicy jump in AUM at Ninety One (JSE: N91 | JSE: NY1)

The rise in global asset prices has no doubt helped them here

There are literally only two ways in which an asset manager like Ninety One can increase its assets under management (AUM). The first is the “controllable” way, being the attraction of net inflows through marketing strategies and possibly a dedicated distribution network (depending on which asset manager we are looking at). The second is based on exogenous factors to a large extent, with an increase in asset prices over time leading to growth in the funds.

Sure, the company’s investment philosophy (which is controllable) will also have an impact on fund growth, but it doesn’t make as big a difference as the broader macroeconomic environment, especially not once you reach the scale of the likes of Ninety One.

There are a lot of concerns out there around global asset prices, but for now at least Ninety One is riding that wave. AUM as at 30 September 2025 came in at £152.1 billion, well up from £139.7 billion as at June 2025 and 19.4% higher than the AUM a year ago (September 2024).

The announcement doesn’t indicate the extent to which this is driven by asset prices vs. flows.


A nasty downturn at Santova (JSE: SNV)

Much of the strong recent share price performance has now reversed

In May this year, the Santova share price went mad in response to the news of an acquisition and subsequent buying of shares by directors and execs. My dad joke of the day is that the share price has now been Santova the edge:

As you can see, the drop came suddenly on the day of release of a trading statement for the six months to August. The company was impacted by lower volumes and freight rates in Africa, Asia-Pacific and North America. The resilient performance in the UK and Europe wasn’t good enough to offset the impact, which is why HEPS is down by between 20.1% and 25.1%.

The global trade environment is volatile to say the least.


Tharisa had a strong finish to the financial year (JSE: THA)

Q4 production numbers were excellent

Mining companies can’t do anything about commodity prices in the market, but they can make sure that their production is strong when those prices are lucrative. Tharisa has played their part in the latest quarter, with PGM production for Q4 up 19.7% vs. Q3. Chrome production increased by 2.9% vs. Q3.

Before you get too excited, I must note that PGM production for the full year was down 4.7% and chrome was down 8.5%. The acceleration in the fourth quarter wasn’t enough to offset the drop in production earlier in the year.

In terms of pricing, the USD price of PGMs increased by 18.6% for the year and 24.1% in Q4 vs. Q3. This jump in price is why the PGM sector has been flying. Chrome prices didn’t behave themselves though, down 11% for the full year and nearly 6% quarter-on-quarter.

The group’s net cash position improved from $43.1 million as at June 2025 to $68.6 million as at September 2025.

Production guidance for FY26 is between 145koz and 165koz for PGMs (vs. 138.3koz in FY25) and 1.50Mt to 1.65Mt for chrome (vs. 1.56Mt in FY25).


Nibbles:

  • Director dealings:
    • At Growthpoint (JSE: GRT), CEO Norbert Sasse retained shares worth R10.9 million as the non-taxable portion of a share award (meaty enough to deserve a mention – especially at this point in the property cycle). The company secretary of the company sold shares though, to the value of R857k.
    • The Chief People Officer of Quilter (JSE: QLT) sold shares worth R4.1 million.
    • Here’s some novel wording for you: Super Group (JSE: SPG) announced that the company secretary and a director of a major subsidiary sold shares “in part to settle tax obligations” – in other words, the sale was in excess of the amount needed for tax. I just haven’t seen a company word it that way before. The total value of the trades is R1.77 million.
  • AYO Technology (JSE: AYO) released the final timetable for the offer by Sekunjalo Investment Holdings and the delisting of the company. The listing will be suspended from 22nd October and terminated from 28th October.
  • PBT Group (JSE: PBG) has obtained shareholder approval to change the name to PBT Holdings.
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