Monday, September 15, 2025
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Revolution in the boardroom: how shareholders are shaping modern business

Boardrooms are no longer insulated sanctuaries where a handful of executives set the course for an entire company. In South Africa and around the globe, shareholders are stepping out of the shadows and demanding a voice – not only in financial outcomes, but in matters of ethics, transparency and governance. The proposed R23bn Barloworld Limited (Barloworld) buy-out has brought this tension into sharp focus. Despite a premium offer and professional guidance, shareholders flexed their power, sending a clear message: trust and good governance cannot be bought. In an era where investors are becoming activists, boards must recognise that meaningful engagement is non-negotiable. The Barloworld saga is not an anomaly, but a warning shot for any boardroom that underestimates the collective clout of its shareholders.

The Barloworld board sought professional advice on handling the buy-out offer by a consortium led by CEO Dominic Sewela, acting through his family trust, and the Saudi-based Zahid Group, which aimed to acquire all the remaining Barloworld shares (except for excluded shareholders) and delist the company from the JSE.

Management buy-outs like this are not uncommon and, often, it is beneficial to align management and acquirer interests for the future growth of a company. However, shareholder consent for the scheme of arrangement for the Barloworld buy-out was not obtained, with over 60% voting against the proposal. This raises the question: what went wrong?

In order to mitigate the conflict between a director’s fiduciary duty to the company and their personal interest in a management buy-out, section 75 of the Companies Act 71 of 2008 provides rules to ensure that directors always act in the company’s best interests. But leading up to the shareholder vote on the buy-out, media reports highlighted conflict of interest concerns regarding Sewela’s involvement in the buy-out, through his family trust’s interest in the consortium, particularly the timing of his disclosure to the board and the decision to allow him to remain as CEO of Barloworld during the buy-out process.

It is clear from the media reports and the unprecedented media release issued on 28 February 2025 by the Public Investment Corporation (PIC) – a shareholder of about 21.97% of the shares in Barloworld – that the shareholders had been significantly dissatisfied with the board prior to the annual general meeting (AGM) held on 21 February 2025.

This dissatisfaction is evident by the results of the AGM, where the re-election of directors and audit committee members was approved by only 56%-57% of the votes, meaning that just under half of the shareholders (42%-43%) rejected the resolutions.

In its media release, the PIC confirmed that it was one of the shareholders who voted against the re-election of board members at the AGM, expressing concerns about corporate governance standards and the steps the board followed in respect of the buy-out.

All these factors paint a picture of a general lack of trust between the shareholders and the board regarding the management of the business leading up to the buy-out vote. The outcome of the AGM was a clear message of no confidence by the shareholders to the board.

The consortium’s offer to the shareholders was made at a premium to the fair value of Barloworld, i.e. an 87% premium, and within the range recommended by the independent valuer, Rothschild. But interestingly, in this case, the gold did not trump.

The truth is that no matter how much professional advice is sought for a buy-out, and regardless of whether the process has been run to the letter of the law, without shareholders’ trust in the board, a company will essentially experience an adaptive failure in its operations. In today’s world, shareholders are looking for more than just monetary compensation from their investments. They have power, and intend to use it to demand transparency, address conflicts of interest, and hold management to account. This is exactly what 63% of Barloworld’s shareholders did. They said no to a R23bn deal.

The ability to exert influence on the strategy and governance of a board and challenge management decisions is termed shareholder activism. This movement is particularly potent in instances of misalignment between the management team and the shareholders.

Shareholder activism is not a new concept in South Africa, but local companies are still coming to terms with its growing influence and the full impact of such activism. Shareholder activism in South Africa started as early as the mid-80s, when General Motors and over 200 public companies were pressured by investors to withdraw from South Africa as a result of the unjust apartheid regime, a move that contributed to its fall. The decision of the General Motors shareholders illustrates how influential shareholder activism can be, especially when collaborative. More recently, minority shareholders at Sasol Limited, holding as little as 5% of the shares, took over the AGM in protest of the company’s climate stance, resulting in the cancellation of the meeting.

Shareholder activism typically arises when issues related to corporate governance, board independence, remuneration, business performance, trust and diversity are at stake. Shareholder activists can be individuals, institutional investors, or non-profit organisations, and they generally champion two main causes: economic issues and governance.

Economic activists focus on enhancing shareholder returns and improving financial performance. Governance activists, on the other hand, are more concerned with the company’s reputation and its societal impact. They seek to enforce changes in corporate governance practices, and drive initiatives related to inclusion, diversity, equity, and environmental, social and governance standards.

Shareholder activists often employ both legal and extra-judicial tactics to pursue their causes. These tactics are robust, dynamic, often public, and sometimes even hostile. South African legislation plays a fundamental role in supporting shareholder activism, as it encourages and promotes accountability and transparency. For instance, some of the legal tactics used by activists are found in the Companies Act. Section 61(3) empowers shareholders holding as little as 10% of the company’s shares to requisition a shareholders’ meeting. Section 65(3) allows any two shareholders to propose a resolution on matters where they are entitled to exercise voting rights. Additionally, following the enactment of certain provisions of the Companies Amendment Bills, section 26 of the Companies Act allows any person to request access to the company’s records, including its memorandum of incorporation, annual financial statements and securities register.

Other South African legislation also supports shareholder activism. The Promotion of Access to Information Act 2 of 2000 allows individuals to access information held by the state and private bodies when required for the exercise or protection of any rights. The Listing Requirements regulate the fair and equal treatment of shareholders, access to information, voting thresholds for certain corporate actions, pre-emptive rights, and related-party transactions. Both the Companies Act and the King IV Report on Corporate Governance for South Africa 2016 advocate for and enable shareholder activism, providing a platform from which activists derive their powers.

Shareholder activism often emerges when shareholders feel ignored or aggrieved by board decisions, especially where transparency and trust are lacking, and social media is now an important tool for activists to mobilise support and shape public opinion. Open communication and transparency are essential for boards to understand and address shareholder concerns. Without this, shareholder action can stall or derail corporate plans.

In the context of the Barloworld buy-out, the decision to pursue the vote on 26 February 2025 was hasty. Through their vote, two large shareholders had expressed dissatisfaction with the board at the AGM, making it suboptimal to hold the buy-out vote just five days later. In fact, when the board was queried by shareholders on the buy-out at the AGM, it was reported that the board responded with “not appropriate”. There were clearly grievances with the board that needed to be addressed with the shareholders prior to the vote. While some may view the rejection of the buy-out as surprising, proper engagement with the shareholders might have led to a different outcome.

With the buy-out offer rejected, the standby offer remains open. It appears that the Barloworld board has now decided to listen and engage with their shareholders, starting with the PIC, which has now committed to backing the standby offer. The latest commitment pushes the total support for the standby offer to 46.93% of Barloworld’s ordinary shares, excluding treasury stock. This figure includes commitments from other shareholders, as well as holdings by the consortium and the Barloworld Foundation.

So, what does it mean to listen and engage with shareholders? In the PIC media release of 28 February 2025, the PIC expressed support for the employment of previously disadvantaged groups in South Africa and emphasised their preference for transactions that are inclusive and broad-based. They highlighted that the benefits of empowerment in any transaction should extend to a wide range of stakeholders. Recognising these concerns, it is understood that the consortium engaged with the PIC and other shareholders to address their issues. This engagement led to the announcement on 23 April 2025 that the consortium had agreed to implement a broad-based black economic empowerment (BEE) transaction as part of the proposed takeover and delisting of Barloworld. This 13.5% BEE deal, which will be rolled out after Barloworld is removed from the JSE and A2X, aims to address the PIC’s broader public interest concerns tied to the R23bn offer.

So, there it is: shareholder activism in all its glory. It is undeniably a powerful and transformative tool. Companies must recognise that in today’s world, shareholders are not just passive investors; they are active and engaged, demanding more than just financial returns. The Barloworld case highlights the significant power that shareholders wield to hold the board accountable, insisting on transparency and meaningful engagement. Let this be a lesson for future corporate transactions – never underestimate the influence of shareholders, especially when backed by legislation that promotes and fosters shareholder activism. In South Africa, shareholder activism resonates deeply due to our historical context, and it will continue to be, in many instances, more rewarding than cash for some shareholders.

Lydia Shadrach-Razzino is a Partner, Carine Pick a Director Designate and Limani Mangoliso a Candidate Attorney in M&A | Baker McKenzie (Johannesburg)

Leveraging M&A for strategic growth

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Unlocking synergies and seizing opportunities

Companies often face the choice of deciding to grow organically or through mergers and acquisitions (M&A). Although organic growth typically involves less risk, it takes longer; while growing by acquiring or merging businesses enables targeted and faster growth, but entails risk. While different approaches can be utilised for growth, this article focuses on M&A as part of a growth strategy.

M&A can be a powerful strategy for business growth, particularly for a company aiming to gain access to new customers, expand its geographic markets and/or advance its competitive edge. For instance, an acquirer may be looking to obtain a new product line, add more facilities, or gain expertise and intellectual property as part of its growth.

The example of Disney, through its acquisition of leading production companies like Pixar, Marvel, Lucasfilm and 20th Century Fox, over time, shows that a well-planned and executed M&A strategy can be highly effective in yielding business growth. Notable African examples include MTN Group, which has grown significantly through strategic acquisitions and mergers across Africa and the Middle East, and Shoprite, which has expanded its footprint across Africa through both organic growth and strategic acquisitions, becoming one of the largest grocery retailers on the continent.

A company embarking on M&A must be intentional and prepared, as bringing two businesses together – from conceptualisation and pre-deal engagements to valuation, execution and post-merger integration – is an enormous endeavour. Therefore, several factors, including those discussed below, must be considered for a successful acquisition or merger as a growth strategy.

During the pre-deal due diligence phase, it is crucial for the deal team to comprehend where synergies and integration opportunities exist within the businesses. Furthermore, the related complexities, timelines and costs to implement the transaction need to be understood to enable the business to make informed decisions during the deal approval process.

Synergies are of the utmost importance when utilising M&A to generate growth. M&A, if initiated as part of a planned growth strategy, can result in synergies that offer value creation for both parties. From a cost-cutting perspective, parties could take advantage of overlapping operations or resources by consolidating them. But beyond this, effective strategic synergies can alter the competitive balance of power and create opportunities to change market dynamics in a company’s favour.

Companies can take advantage of revenue synergies, such as cross-selling products or services. In addition, when the products or services of the two companies complement each other, the merged entity can offer more comprehensive solutions to its customers. This was seen in Microsoft’s acquisition of LinkedIn, where the latter’s professional network complemented Microsoft’s suite of productivity tools. A notable African example includes Access Bank’s Acquisition of Diamond Bank in Nigeria, which combined Access Bank’s corporate banking strengths with Diamond Bank’s retail and digital banking capabilities. This acquisition enabled cross-selling of products to a broader, more diverse customer base, and accelerated digital adoption.

Beyond financial metrics, it must be considered how the acquisition aligns with the acquirer’s long-term growth strategy. When performing a valuation of the target, the acquirer needs to factor in synergies without overestimating their impact, while taking into account potential risks. Synergy projections should be based on a detailed understanding of both businesses’ operations. For instance, can the acquirer eliminate redundant functions without impacting service quality? Is there a real opportunity to cross-sell, or are the markets too different?

When the marketplace changes in response to external factors or regulatory development, it can create a gap in a company’s critical offerings. It may then be a prime opportunity for a company to engage in M&A to address such gaps and remain competitive in the market. For instance:

  • a telecommunications provider might acquire a regional operator with a spectrum licence to fast-track its 5G rollout in key urban hubs;
  • a company may react to shifts in consumer preferences. By way of example, an FMCG company may acquire a plant-based food manufacturer in response to an increasing demand for vegan products, while also benefiting from a lower carbon footprint compared to traditional meat-based offerings;
  • new environmental regulations may require companies to adopt greener technologies. A company could address this by acquiring a business that owns the necessary technology, to enable it to be compliant; and
  • changes in trade policies, such as tariffs or import restrictions, can necessitate strategic acquisitions to localise production.

On the contrary, smaller deals are often the sweet spot. It is not always a choice between going big or going home; in fact, smaller deals often have a higher likelihood of success due to several key factors. These deals often succeed because they are strategically focused, involve clear synergies, and are easier to integrate. They might also have reduced financial risk. The financial commitment in smaller deals is generally lower, reducing the overall financial risk for the acquiring company. As part of its growth strategy, a company may engage in small, strategic acquisitions to acquire innovative startups, enhancing its product offerings and remaining competitive without the risk and complexity of larger deals. However, even small-scale transactions are not a “slam dunk” and may involve risk.

While M&A may bring significant benefit, it comes with inherent risks and requires careful planning and execution to maximise the chance of success. Despite a solid M&A strategy, many deals fail in their implementation.

History shows that M&A deals can destroy value, instead of creating it. Daimler-Benz’s acquisition of Chrysler was intended to create a transatlantic automotive powerhouse. However, the deal suffered from cultural differences and strategic disagreements, leading to significant financial losses. Daimler eventually sold Chrysler at a substantial loss. Cultural integration must be prioritised to prevent disruptions and maintain operational efficiency. Different corporate cultures can create friction that impedes integration. When looking at potential M&A targets, it is important to assess a company’s strategy, values, leadership style and decision-making processes.

Companies pursuing growth through M&A in Africa must also take into account a range of broader strategic and operational considerations beyond the transaction itself. A key consideration is the regulatory and political environment of the target jurisdictions. Africa is not a homogenous market. Each country presents unique legal, compliance and governance frameworks that can materially impact deal feasibility and execution timelines. Regulatory approvals, foreign ownership restrictions, local content requirements and competition laws must all be navigated carefully.

In addition, macroeconomic factors such as currency volatility, inflation and fluctuating interest rates introduce further complexity into deal structuring and valuation. These dynamics can affect not only the purchase price, but also the ongoing financial performance of the combined entity post-acquisition. As such, acquirers should consider incorporating robust hedging strategies, and conduct comprehensive sensitivity and scenario analyses as part of their financial modelling. Properly anticipating and planning for these variables is critical to achieving sustainable value creation from cross-border M&A on the continent.
A thorough due diligence investigation is paramount to ensure the envisaged growth is sustainable. It can also inform the valuation of the target. Furthermore, developing a post-merger integration plan with actionable steps and clear timelines is crucial.

Each company and each deal are different, whether large or small. The use of corporate advisers familiar with the African M&A landscape is essential to tailor the advice to an individual situation because, when executed correctly, there is little that can beat M&A for long-term growth and value creation.

Thandiwe Nhlapho is a Corporate Financier | PSG Capital

This article first appeared in DealMakers AFRICA, the continent’s quarterly M&A publication.

Ghost Bites (Anglo American – Valterra Platinum | Aspen | Cashbuild | Discovery | Woolworths)

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Anglo American is ready to sell everything it still has in Valterra Platinum (JSE: AGL | JSE: VAL)

Given Anglo’s previous market timing, this is probably bullish for PGMs

Anglo American doesn’t have an amazing reputation for timing the market, I’ve gotta tell you. Or perhaps they do, but for timing it in the wrong direction! You may recall Thungela (JSE: TGA), which Anglo unbundled in 2021. Thankfully, Anglo shareholders got the benefit of the subsequent rally (well, those who didn’t run away from the asset while wildly waving the ESG flag), but Anglo as a corporate did not. Given all the challenges they’ve had since then, I bet they would’ve preferred to keep some Thungela shares and sell them down over time!

Obviously, hindsight is perfect. But it will be interesting to see whether a similar mistake is being made with Valterra Platinum, as Anglo has decided to sell the remaining 19.9% stake in the company after the rest was unbundled to shareholders as part of the demerger of what was then called Anglo American Platinum.

This decision comes pretty soon after the separate listing of Valterra, so Anglo American is either (1) bearish on PGMs from these levels onwards or (2) badly in need of the capital. Or a bit of both, of course. Naturally, the corporate narrative includes all kinds of lovely comments about Valterra and the PGM sector, yet Anglo is selling anyway.

Selling off a stake of that size is only possible through an accelerated bookbuild, which means that bookrunners will phone up institutions and gauge their interest in taking up stock. There are no fewer than five local and international banks involved, so it will be a case of calling all pockets here.


Aspen’s share price is still sliding (JSE: APN)

The release of results did nothing to shift the momentum

Aspen had an awful year. There’s really no other way to put it. For the year ended June 2025, revenue fell by 3% as reported and HEPS tanked by 42%. If you prefer to look at normalised HEPS, that’s down by 29%. The dividend per share is down 41%, so perhaps that’s a good guide on whether to consider reported or normalised HEPS.

There were a number of issues, all of which were simply too much for the otherwise good performance of Commercial Pharmaceuticals to offset. The most frightening issue is the contractual dispute dealing with mRNA products, leading to normalised EBITDA in the Manufacturing business dropping by 62%. To add insult to considerable injury, there were negative impacts like changes to tax legislation.

Despite a great operating cash conversion rate, net debt was R1.2 billion higher than at the halfway mark this year, coming in at R31.2 billion. Together with weak EBITDA, this puts the leverage ratio on an uncomfortably high 3.2x.

Heading into 2026, Aspen is telling a positive story around its strategy for diabetes and weight loss management, including on the GLP-1 front. On a currency neutral basis, the company expects double-digit growth in normalised headline earnings. Remember, this is coming off an incredibly depressed base, hence why the market isn’t excited by this story.

Where is the bottom here?


Cashbuild just has to keep grinding away (JSE: CSB)

Progress is slow, but steady

Cashbuild is forced to play life on hard mode, with the South African economy giving them almost no breathing room. Every sale is a slog, with stubbornly high interest rates and very little economic growth. Under the circumstances, I think it’s pretty good that revenue was up 5% on a 52-week adjusted basis (the prior period had an extra week). Expenses were also up 5% on that basis if we exclude prior period impairments.

Thanks to other moves on the income statement, HEPS increased by 10% for the year. Double-digit growth in this environment is a decent outcome.

In the first 7 weeks of the new financial year, sales are up 6%. That’s an extra 100 basis points of growth that will be most welcomed. I hope expense growth is being kept at levels below that.

With a 27% increase in the final dividend per share, management seems to be more confident. They are still telling a story of a tough market though and an overall approach of caution.

I loved this slide from the investor presentation, as it shows how incredibly lucrative it was when everybody was investing heavily in their homes during softer lockdowns and in a period of very low interest rates:

It looks to me like things have started to turn higher here, but patience will be needed.


Discovery shows strong growth – and the first profitable six-month period for Discovery Bank (JSE: DSY)

This is why the share price has had an excellent 12 months

The Discovery share price had a number of false starts in the past five years, with decent rallies and then ugly examples of return-to-sender on the chart. But in the past year, the share price has broken higher in what looks like a sustainable way:

The reasons for this can be found in the trading statement dealing with the year ended June 2025, in which normalised headline earnings is expected to increase by between 27% and 32%. That’s juicy!

Most importantly, the growth is being seen across practically every business unit. The mature businesses (Discovery Health and arguably Vitality Network) managed single-digit growth, while other areas like Discovery Insure had a spectacular year in which profits more than tripled. It really has been an exceptional year for the short-term insurance industry.

But here’s perhaps the most interesting news of all: Discovery Bank reduced its loss for the year by between 82% and 87%, which means it is nearly break-even. In the second half of the year, it generated a profit. It’s therefore very likely that Discovery Bank will be profitable in the coming financial year. The question now is how long it takes for the J-curve to work its magic and what the eventual return will be on the immense capital allocated to that project.


Woolworths dragged down under by the Aussie business (JSE: WHL)

But Woolworths Food is taking the fight to Checkers

Woolworths just released results for the 52 weeks ended 29 June 2025. The prior period was a 53-week period, so the adjustment for that week is important.

On an adjusted basis, turnover and concession sales increased by 6.1%. Alas, that’s where the good news ends at group level, with HEPS down by 23.9%. The dividend is 29% lower. Return on Capital Employed fell from 18.7% to 16.4%.

The problem? Quite simply, Australia. Country Road Group is now picking up where David Jones left off, with sales down 6.8% on a comparable store basis and gross margin dropping by 390 basis points. Adjusted EBITDA fell by 41.1% and they were actually loss-making at adjusted EBIT level. Things look pretty dire there.

Thankfully, the South African business is doing its best to offset the thunder down under. Woolworths South Africa grew turnover and concession sales by 9.4% and adjusted EBITDA by 6.8%, with promising second half momentum as well. But where did they really make their money?

Digging deeper, Woolworths Food grew turnover and concession sales by 11.0%, with an impressive 7.7% on a comparable store basis. We do need to adjust for Absolute Pets though. Here’s something interesting: excluding Absolute Pets, sales growth in the second half was 10.6%. Shoprite (JSE: SHP) experienced quite a slowdown in its Supermarkets RSA business in the second half. Is this because Woolworths is successfully fighting back against Checkers?

To add to the good news in Woolworths Food, gross profit margin was up 20 basis points. It seems as though they are clawing back lost ground there, one packet of organic nuts at a time.

Fashion, Beauty and Home (FBH) isn’t doing as well as Food. Turnover and concession sales were up 5.1% on a comparable store basis, with improved momentum in the second half as we’ve observed elsewhere in the group. The really encouraging story is Beauty, which grew sales by a delightful 14.7%. An interesting fact is that Beauty is margin dilutive in FBH, mainly because they had a strong proportion of full-price sales in the clothing business. This led to a decline in gross margin of 120 basis points to 47.3%. This doesn’t mean that Beauty isn’t profitable, it just means that it wouldn’t be great long-term if the F and H in FBH fell over and B was the only thing that worked.

Net trading space in FBH decreased by 2.3% and online sales were up 22.8%. I’ll say it again: digital is top-of-mind in the retail space. Businesses that are ignoring omnichannel are going to find themselves in serious trouble.

Unfortunately, full year adjusted EBITDA was down 0.4% in FBH and adjusted EBIT declined by 9.1%. Things were much better in the second half, with slightly positive adjusted EBIT growth.

Due to the significant problems in Australia, the Woolworths share price is down 14% over 12 months.


Nibbles:

  • Director dealings:
    • An associate of a director of a major subsidiary of eMedia Holdings (JSE: EMH | JSE: EMN) bought N shares worth R48k and ordinary shares worth R36k.
    • A director of a major subsidiary of PBT Group (JSE: PBG) bought shares worth R4.4k.
  • Marshall Monteagle (JSE: MMP) is one of the more obscure names on the JSE, so I’m only giving the latest news a mention down here. The company is pursuing a rights offer to raise up to $10.7 million. There’s quite a discount on this rights offer, with a price of R21.35 vs. the closing price on the shares of R29.50. When a rights offer is deeply discounted, it’s because the company really wants shareholders to follow their rights. Sometimes you see rights offers with a strategic underwriter who actually wants to get a big stake, in which case the rights offer is priced at a modest discount as they don’t want shareholders to follow their rights. The Marshall Monteagle rights offer is not underwritten, hence the discounted pricing strategy. They are also allowing excess applications, another good example of a strategy to help ensure a successful raise from existing shareholders. The market cap is just over R1 billion, so this is a meaty rights offer of nearly 20% of the market cap.
  • Southern Palladium (JSE: SDL) has commenced the drill programme at the Bengwenyama PGM project, with four drill rigs on site and more coming in October. This is part of the next phase of work towards the Definitive Feasibility Study (DFS), the next milestone after the recently completed Pre-Feasibility Study.
  • Spear REIT (JSE: SEA) announced that the acquisition of Maynard Mall in Wynberg has been given unconditional approval by the Competition Commission. This is an important milestone for the deal. There is still a condition precedent in the agreement that needs to be met, with registration of transfer of the property expected to be in January 2026.
  • Putprop (JSE: PPR) is experiencing a complete change to top management, with both the CEO and CFO retiring. The new CEO is Darryl Mayers, with previous experience as joint CEO of Investec Property Fund. He joins the group on 1 November 2025. The new CFO is Alicia Nolte, an internal promotion that shows some succession planning coming through.
  • If you would like to refresh your memory on the current strategy at Orion Minerals (JSE: ORN) or just get to know the company better, then you can check out the presentation from the African Downunder Conference.
  • Conduit Capital (JSE: CND) continues to navigate a difficult legal situation around Constantia Insurance Company Limited (CICL), a former subsidiary. The joint liquidators of CICL are going after an alleged loan of R37.4 million between the company and CICL. Conduit will defend the litigation. They say that it isn’t material at this stage, which I find surprising given how broken Conduit Capital is overall. Even if there’s a remote chance of success for this litigation, it feels like everything is material to them at the moment.
  • Trustco (JSE: TTO) has renewed the cautionary around the planned delisting from the JSE, Namibian Stock Exchange and OTC market in the US. This is all part of the broader plan to go to the Nasdaq. The JSE isn’t 100% happy with the experience of the appointed independent expert, with Trustco engaging with the JSE accordingly. There are also approvals needed regarding the audit.

Ghost Bites (AfroCentric | ArcelorMittal | ASP Isotopes | Barloworld | Invicta | iOCO | Motus | Shoprite)

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AfroCentric’s revenue growth is non-existent (JSE: ACT)

But profits seem to have stabilised

Let me begin by saying that I admire company disclosure that is consistent and transparent even when the underlying story is negative. These charts at AfroCentric are a perfect example, as no investor wants to see this combination of flat revenue and decreasing profits:

In this particular period, revenue dipped because of lower private patient scripts (they lost the designated service provider contracts in Pharmacy Direct) and the loss of margin in hospital projects. The Retail Cluster is where you’ll find these issues, with a 14.2% reduction in revenue and a 13.2% decrease in operating earnings.

The Services Cluster is a lot more encouraging, with an 8.7% increase in revenue. This only translated into a 3.7% increase in earnings though, so that’s a concern around margins.

The silver lining on those charts is that the drop in profits seems to have stopped. They’ve stabilised at the current level. Whether they will now move higher will come down to the relationship with Sanlam (JSE: SLM). Sanlam has a controlling stake in the company after a deal finalised a couple of years ago, so there’s no shortage of alignment there in making it a success.


ArcelorMittal has begun preparations to close the Longs business (JSE: ACL)

If there’s a hero out there, tell them that we’ve reached the 11th hour

The ArcelorMittal situation with the Longs business is a difficult one. The social cost of business failure is obvious and can get very ugly, but you also can’t have a situation where a business loses a fortune forever. This eventually makes it reliant on government and thus taxpayers.

This isn’t to say that ArcelorMittal and government haven’t tried to find solutions. We will never know exactly what has happened behind closed doors in terms of government’s strategy to try and save the Longs business and how seriously they actually took it, but the official company narrative is that “significant effort” was put into considering structural interventions.

Unfortunately, making an effort isn’t enough. There either needed to be huge changes (ideally in terms of both regulations and funding to protect the local industry) or the show is over. The IDC due diligence process is ongoing, so there’s still a sliver of hope for the people being impacted.

The planned closure date is 30 September, so there are still a few weeks left for a miracle to happen. In the meantime, ArcelorMittal has to start the process to shut things down, as it doesn’t happen overnight. For example, the Newcastle blast furnace has been placed into care and maintenance and further steps are now being taken towards the closure of the Longs business.


ASP Isotopes ships Ytterbium-176 and Silicon-28 (JSE: ISO)

Long story short: the commercialisation of the business has begun

In very high-tech businesses that sound like Iron Man was involved somewhere, it takes a while to get from the R&D phase to the commercial phase. But once they get there, the pain of the journey becomes the width of the moat.

At ASP Isotopes, a letter to shareholders has confirmed that the company has shipped the first samples of both Ytterbium-176 and Silicon-28. This is a hugely important step, with the company looking to fulfil customer demand of $50 million to $70 million in revenue during 2026 and 2027 just from these isotopes.

This business is all about a long-term view, with the company also planning to construct four new laser production plants starting in the first quarter of 2026. These will be used for four other isotopes where customers have indicated significant interest.

Within the ASP Isotopes stable, they are incubating a company called Quantum Leap Energy that they plan to spin-out later this year. My understanding is that this will focus on HALEU and Lithium isotopes, with the idea being to construct a critical materials plant in the US. Essentially, ASP’s strategy seems to be focused on developing routes to market and taking advantage of the current geopolitical mood in the US – not a bad approach at all.

Don’t forget PET Labs, a business that describes itself as operating in “precision oncology” – and as a particular highlight, treatments to children under 18 are free of charge. I love that.

The Renergen merger is on track to close this quarter, with just one regulatory approval outstanding. Thanks to the capital that flowed in from ASP Isotopes as part of the deal, there are now seven active drilling units on site at Renergen and the expectation is for at least $20 million in revenues during 2026. This is expected to put the business in a cash flow positive state. The conclusion of the Renergen deal should also create liquidity in the ASP Isotopes shares.

The group goal is over $300 million in EBITDA in 2030. The company is planning an analyst event in November where they will provide details on the financial plan to get there.

Here’s another fun fact about the company to finish off: 20% of the 170 employees have a PhD. 20%!


Barloworld gets through a major deal condition (JSE: BAW)

The investigation into potential US sanctions violations has been completed

Barloworld announced that the investigation into potential violations of US export regulations is done. The company needed to submit a final narrative account of voluntary self-disclosure to the US Department of Commerce, Bureau of Industry and Security (BIS).

The good news is that they didn’t find any violations of US sanctions. The bad news is that they did identify apparent violations of US export controls. The company is busy addressing these issues. That sounds like more good news than bad at this stage, but I’m definitely no expert on this stuff.

What it does mean is that the deal condition related to this matter has been fulfilled. The remaining conditions for the standby offer are competition approvals by COMESA and in Angola and Namibia. The standby offer remains open for acceptance by Barloworld shareholders.


Invicta acquires Spaldings in the UK (JSE: IVT)

The offshore growth strategy continues

Invicta has announced the acquisition of 100% of Spaldings, a distributor of agricultural products in the UK. The business has been going for roughly 70 years, so there’s plenty of track record here.

Aside from the strength of the business on a standalone basis, Invicta has been attracted to the procurement synergies that could be unlocked through collaboration between Spaldings and the rest of Invicta’s business. Buying 100% in the company right off the bat suggests that they will put in quite the integration effort, something that is more difficult when there are still minority shareholders.

The deal value is R282 million (based on current exchange rates), with an adjustment made for changes to the net asset value. There is a cap on the purchase price of roughly R322 million. Roughly 90% of the purchase price is payable on closing of the deal and the remaining 10% is held in escrow for 18 months to cover any warranty risks.

The sustainable net profit for 2025 is expected to be between R32.2 million and R36.8 million (again, at current exchange rates). The Price/Earnings multiple for the deal is therefore around 8.2x at the midpoint.

The market seemed to like it, with the share price up 2.4% on an otherwise red day for the JSE.


iOCO is on a firm footing these days (JSE: IOC)

Now we wait and see whether they can grow revenue

After a long and very difficult path to clean up the mess that was EOH and to emerge as iOCO in its new form, the company has released a trading update for the year ended July 2025 that will create plenty of smiles.

EBITDA is up by between 60% and 70% and HEPS is expected to be in a range of 35 cents to 45 cents. That’s a pretty wild swing from a loss of 10 cents for the prior year.

The share price is currently R4.20, so the mid-point of that range suggests a Price/Earnings multiple of over 10x. That seems pretty fully valued to me unless they can find significant revenue growth.

The balance sheet is also in good shape at least, with net debt to EBITDA improving from 2.7x to below 1x.

Detailed results will be released on 28 October.


Motus boosted by lower finance costs (JSE: MTH)

But market share has dipped in South Africa

If you just look around you on the road, you’ll see that things have changed in the South African car market. Chinese brands are everywhere, which means there have been substantial changes to market share at brand level. For the large companies in this space, like Motus, the change in overall group market share depends on the exact underlying mix of brands.

The disruption to the market means that Motus has seen its South African market share drop from 21.6% as at June 2024 to 20.1% in the latest period. That may not sound like much, but it’s a trend that needs to be watched carefully, particularly as the South African business contributes 56% to group revenue and 65% to EBITDA.

A mitigating factor here is that non-vehicle revenue contributed 55% to EBITDA, so the group isn’t just reliant on car sales. Their aftermarkets parts business is an important earnings underpin.

Speaking of the group, overall revenue was down 1% and operating profit was flat. It’s interesting to see that new vehicle sales suffered a 6% drop in revenue (primarily in the international businesses), while pre-owned vehicle sales were up 6%. A sign of the times?

Despite the tough results at the top of the income statement, Motus managed to grow HEPS by 5% thanks to a significant drop in net finance costs. Automotive businesses are particularly exposed to interest rates as they affect not just affordability for consumers, but also the cost of floorplan finance for the dealers. In this case though, the drop in finance costs was thanks to a reduction in debt (net debt to EBITDA improved from 1.9x to 1.5x) rather than the effect of lower interest rates.

Cash quality of earnings is strong here, with the dividend up by 6%. The confidence to maintain the payout ratio would’ve come from the performance in the second half of the year, which was much better than the first half. Momentum is a powerful thing.


More excellent numbers at Shoprite (JSE: SHP)

What more can they possibly do for the share price to start heading higher again?

Shoprite took an interesting approach in the narrative for the results for the 52 weeks ended 29 June 2025. Instead of just mentioning the percentage growth in sales as most companies do, they’ve highlighted the rand value of sales growth. I guess when another R20.6 billion is going through your tills to take you past the R250 billion revenue milestone, that’s worth shouting about.

R6.5 billion of that growth is from Shoprite and Usave, with a sales increase of 5.9%. Pricing inflation in this part of the business was below 2%, which shows just how hard it is to compete with Shoprite for their highly price sensitive customers. Despite this, they managed to move the dial in the right direction on gross margin!

Checkers was even more impressive, as has been the case for a while. An additional R11.6 billion in sales translates to growth of 13.8%. The phenomenon that is Sixty60 is still going strong, with sales up 47.7% (an incredible follow-on vs. sales growth of 58.1% in the prior year). If there are any retail executives out there in the market who still don’t think that digital is the battle that needs to be won, then it’s time for them to retire. Omnichannel isn’t the future – it’s the present. Sixty60 is now servicing customers from 694 stores, up from 539 stores in the prior period. I have confirmed with Shoprite’s CEO that when they consider opening new stores, they now wear an omnichannel hat that sees them as fulfilment centres, not just new in-store opportunities.

The strength in digital and omnichannel retail has driven growth in marketing and media revenue of 36.8%, taking it to R647 million for the period and second only to commissions received when it comes to alternative revenue. This is an important driver of gross margin.

Looking at group numbers (which includes several other businesses as well), sales were up 8.9%, gross margin expanded from 23.9% to 24.3% and trading profit increased by 16.6% thanks to expense growth being contained at 7.4% despite some substantial underlying pressures like energy costs. By the time you reach HEPS, growth was 15.8%. Interestingly, dividend per share growth was nowhere near as exciting, coming in at 9.7%.

Speaking of less exciting businesses, sales in Supermarkets non-RSA only increased by 6.4%, which is well below the 9.5% in Supermarkets RSA. In constant currency terms though, sales were up 14.2% in Supermarkets non-RSA, so there’s a currency effect here. Shoprite’s business outside of South Africa is focused on seven countries, all of which are within SADC. They are taking a low risk strategy when it comes to the rest of Africa.

Are there any reasons for concern? Well, the sale momentum in Supermarkets RSA isn’t great. Like-for-like sales increased by 6.1% in the first half and 3.6% in the second half, which means full-year growth of 4.8%.

Here’s a fun fact for you: private label participation (i.e. the percentage of sales in Supermarkets RSA from house brands) decreased from 21.3% to 20.5%. Grocery stores want to see this go up rather than down, with the negative trend explained by Shoprite having to change its chicken procurement strategy based on the closure of a local supplier in the second half of the year. If you ever wondered just how important chicken is, now you know.

The “adjacent businesses” get a lot of attention in the media, as this includes initiatives like Petshop Science, UNIQ and others. Sales grew by a substantial 39.1% in this segment, reflecting the rollout of stores in addition to underlying growth. They remain absolutely tiny in the grand scheme of things, contributing just 0.5% of Supermarkets RSA sales. But watch this space…

Shoprite’s sale of the furniture business to Pepkor (JSE: PPH) is ongoing, with regulatory approval delays at the Competition Commission due to the regulator allowing Lewis (JSE: LEW) to intervene in the deal. It’s uncertain how this will play out and what the timing will be. I think the disposal is the right strategy for Shoprite, as they need to focus on businesses where they have natural competency. Furniture is always going to be more of a credit play than anything else, hence why Pepkor is a better owner of that business.

In terms of the outlook for the new financial year, the overall flavour is one of cautious optimism. Shoprite has reminded the market of how strong its competitive positioning is, while also pointing out the tough environment. They have a trading margin target of 6% (vs 5.9% in FY25) and there are plans to keep rolling out plenty of new stores, so it’s probably silly to bet against them.

If anything, the bear case here is that the valuation is demanding in the South African context. But is it really? HEPS just grew by 15.8% and the Price/Earnings multiple is below 19x if you include the discontinued operations, or almost 20x if you exclude them. The share price has been heading steadily lower for the past year now. It feels like it’s probably due an upswing.


Nibbles:

  • Sirius Real Estate (JSE: SRE) has completed the previously announced acquisitions of business parks in Dresden (Germany) and Southampton (UK). The Dresden property was acquired on a net initial yield of 9.13% and is the fourth asset held by Sirius in that area. They’ve already started the repositioning as a multi-tenanted business park. The Southampton business park was acquired on a net initial yield of 5.5% and includes adjacent development land, with discussions underway with a prospective tenant for the property.
  • If you’re a shareholder in EPE Capital Partners (JSE: EPE) – which everyone calls Ethos Capital – or if you are curious about the Optasia business, then be aware that Optasia has released a corporate presentation that is available here. Ethos Capital will release results on 25 September. The reason why they are highlighting Optasia in the meantime is that Optasia is around 50% of the company’s last reported NAV.
  • In the extremely unlikely scenario that you are Deutsche Konsum (JSE: DKR) shareholder, then you’ll want to check out the details of the capital restructuring plan for the company. It will include a debt-to-equity swap, the disposal of properties and an equity raise from shareholders. An extraordinary general meeting will be scheduled for October for this.
  • Here’s another incredibly obscure property name: Globe Trade Centre (JSE: GTC). The company released results for the six months to June 2025. Although revenue was up 9%, the net tangible asset value per share was flat over six months. The net loan-to-value (LTV) improved from 52.7% as at December 2024 to 51.8% as at June 2025.
  • AYO Technology (JSE: AYO) announced that its auditors resigned due to “capacity constraints within the firm” – this comes after 5 years of Crowe JHB acting as auditor. SkX Protiviti has been appointed as the new auditor.

Ghost Bites (Bell Equipment | Bidvest | Blue Label | Brimstone | CA Sales | RCL Foods | Santam | Sea Harvest | Sun International)

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Remember when R53 per Bell Equipment share wasn’t good enough for activist minority shareholders? (JSE: BEL)

Now at R39 per share and with earnings plummeting, regret must be kicking in

Bell Equipment is a wonderful cautionary tale of how far you get in life by being too greedy. I always thought that R53 per share was a more than reasonable take-private offer, yet there were certain minority shareholders who blocked the deal from going ahead.

The share price closed at R39 per share on Monday after releasing a further trading statement for the six months to June that reflects a drop in HEPS of between 22% and 32%. Sure, the US tariffs are an issue that nobody saw coming at the time of the R53 offer, but the point here is that cyclical businesses are highly exposed to broader macroeconomic and geopolitical risks. We never know exactly what will go wrong, but we know that at some point, something in the world will go wrong.

Here’s the really bad news: the impact of tariffs wasn’t as bad as expected in this period, but management reckons the second half of the year will be worse. Yes, that means worse than the drop in earnings we’ve just witnessed.


A rare dip in earnings at Bidvest (JSE: BVT)

The market wasn’t happy with this

Bidvest fell 5.9% on Monday after releasing results for the year ended June 2025. This takes the year-to-date move to -15.6%, with the share price clinging to a support line that goes back to early 2023. Traders may want to keep an eye on this one to see what happens.

As for investors who have taken a long-term view on Bidvest, it’s not fun to see a drop in HEPS from continuing operations of 3%. Bidvest is one of the most impressive companies on the JSE, but they have extensive exposure to the “real economy” and general levels of industrial and consumer discretionary activity in South Africa. Against that backdrop, the modest drop in HEPS is actually pretty good in my view.

As always with Bidvest, the performance is best explained by digging into the underlying segments. I’ll start with the highlights package, being Services SA up 13.6%, Services International up 12.1% and Branded Products up 7.8%. Automotive managed to grow by 2.5%, boosted by a recent improvement in the car market. Alas, Freight had a rough time with a drop in earnings of 10% and Commercial Products got slaughtered, down 28.4%. Adcock Ingram was down 5.2% year-on-year after a much better second half helped mitigate the awful interim period.

It gives you an indication of the diversification in Bidvest when the note dealing with Services South Africa attributes the performance to airport lounge passenger volumes and an enhanced landscape offering. I’ve been to enough airport lounges to know that these are unrelated services.

You must be wondering how Commercial Products took such a knock. Bidvest talks about “lower profits from the majority of businesses” in that segment – yikes. There were some pockets of growth in that part of the business, but clearly nowhere near enough to make up for the problems.

The silver lining is cash generated from operations, which increased by 5.8% as the cash conversion ratio improved considerably. Despite this, acquisitions (including the large Citron deal) meant an increase in net debt to EBITDA from 2.0x to 2.2x.

Due to unfortunate timing of other capex, return on invested capital fell from 16.1% to 14.0%. That’s still well ahead of the weighted cost of capital, but investors will obviously want to see a quick improvement in that trajectory.

The final dividend was up 1%, a better outcome than HEPS that was likely made possible by the decent cash conversion – and the unwillingness of management teams to ever reduce a dividend. When varsity textbooks talk about dividends being sticky, they aren’t wrong.


Blue Label gives more details on the planned Cell C separation (JSE: BLU)

They make it clear that this isn’t yet an announcement of an intention to list Cell C

If you’ve ever thrown a number of small electronics and extension cords into the same box and then tried to untangle them some time later, you’ll have experienced the smallest taste of what it’s like for Blue Label Telecoms to figure out how to restructure Cell C to prepare it for listing. The company has announced details of a pre-listing restructuring that seeks to sort out a number of balances between Cell C and Blue Label entities, primarily The Prepaid Company (TPC).

As you’re probably aware, the current era of Cell C (and by far its most successful since inception) is focused on enabling mobile virtual network operators in South Africa. Capitec Connect is a perfect example, with the bank able to sell mobile network services like airtime to its customer base thanks to Cell C technology in the back-end.

The TL;DR of the Great Cord Untangling is that Blue Label will own a “significant majority” of the shares in Cell C after the listing, although that stake will subsequently reduce through a “sell down” process, which is a fancy way of saying that large institutional investors will be contacted to test their appetite to buy shares in Cell C from Blue Label. At this stage, Blue Label hasn’t indicated the price at which this will happen, but they have committed that they will sell down their stake to the point where they have not less than 26% of the shares in Cell C. It’s also worth noting that Cell C management will hold around 4.5% in the company to create alignment.

With an R11.7 billion market cap at Blue Label, the restructuring values are way in excess of the 30% threshold to trigger a Category 1 transaction circular. It looks like most of the value of the group is attributable to Cell C, so this separate listing (if it goes ahead) will be particularly interesting to follow in terms of how both stocks trade after the transaction. Growth investors will inevitably focus on Cell C and value investors will keep an eye on the “rump” that is Blue Label.


Ignore HEPS at Brimstone and focus on the metric that counts (JSE: BRT | JSE: BRN)

Intrinsic NAV is the right way to look at investment holding companies

Every single time Brimstone releases a financial update, I feel like I write the same plea for a shift in focus from HEPS to intrinsic net asset value (INAV) per share. This is certainly how the market looks at Brimstone and determines the share price, so why does management keep beating the HEPS horse to death?

In the six months ended June, Brimstone increased HEPS by 35%. Sounds amazing, right? But then why is the share price down 11% in the past 12 months?

As always, INAV has the answer. INAV per share has fallen by 22.1% in the past six months, now at 864.7 cents. The current share price is R4.77, so the traded discount to INAV is 45%. That’s pretty normal for the discount in this stock, which gives you further proof that the market literally couldn’t care less about HEPS here.

If you’re wondering where the pressure came from, then the main culprit is the stake in Oceana (JSE: OCE) where the share price has had a difficult time in 2025. Primary agriculture is a tough sector and when you add in the volatility of the ocean, expecting consistent performance is totally unrealistic.


Another period of growth for CA Sales Holdings (JSE: CAA)

The broader theme of FMCG growth in Africa remains relevant

CA Sales Holdings released numbers for the six months ended June 2025. The company has supported the Ghost Mail platform by including them here, so please do check out the official company narrative.

The company has such an interesting business model. If you believe in the rise of the middle class in Africa and the shift from informal to formal retail as part of urbanisation trends, then you’ll probably like the CA&S story. If you enjoy seeing earnings growth, then you’ll like it too. Revenue may have been up just 4% for the period, but that was good enough for operating profit growth of 9.6% and HEPS growth of 16.1%.

Having said that, the biggest risk facing the company is the exposure to the Botswana economy. The country is heavily exposed to the diamond industry and unless you’ve been living under a rock (of the non-shiny kind), you’ll know that lab-grown diamonds have caused a massive problem for De Beers and thus the fiscus in Botswana. For now at least, those impacts don’t seem to be hitting CA&S too hard, with only a slight dip in revenue and EBIT in Botswana. Still, as the largest country exposure (39% of group EBIT), this means that other countries are under more pressure to grow. If Botswana does experience a significant drop in profits, then we might see group earnings take a knock.

Only time will tell. All that CA&S can do in the meantime is develop as many other lucrative markets as possible, thereby reducing the relative exposure to Botswana over time. In terms of controlling the controllables, they are doing an excellent job in my view.

If you’re keen to hear the latest directly from management, then you can register for the next Unlock the Stock on 11 September at midday, featuring the CEO of CA&S. They are always so open to answering detailed questions about the business, so don’t miss this opportunity!


RCL Foods baked in solid growth (JSE: RCL)

There’s an impressive EBITDA margin trajectory at play here

RCL Foods released numbers for the year ended June 2025. The company has supported the Ghost Mail platform by including them here, so please do check out the official company narrative.

Now for my narrative, and I agree with the CEO’s comment about delivering “pleasing results” in this environment. Revenue from continuing operations may have been up by only 1.8%, but underlying EBITDA from continuing operations improved by an impressive 7.9%. Margins clearly went the right way.

When you reach HEPS, the benefit of leverage throughout the income statement is clear. HEPS from continuing operations increased by 28.6%, although the company would prefer you to look at underlying HEPS from continuing operations which increased by 14.4%. That’s a great outcome.

The dividend is the real highlight, up by a whopping 71%.

The Baking and Groceries segments did the heavy lifting here, while Sugar was down year-on-year due to a demanding base. In Baking, it’s all about converting modest growth in volumes into solid EBITDA growth, as that business has pretty serious operating leverage in it. In Groceries, the period has been one of margin mix improvement, with a higher focus on premium brands including in pet food. As for Sugar, the overall performance was strong, but was down vs. the prior year.

Despite this performance, the share price is almost perfectly flat year-to-date and hasn’t moved much over 12 months either. It trades at a modest mid-single digit Price/Earnings multiple.


Double-digit everything at Santam (JSE: SNT)

It’s been a great time for insurance companies

The local financial services companies that are heavily exposed to insurance have generally been having a grand old time recently. Santam is up more than 11% year-to-date and over 24% over 12 months. I don’t think people will complain too much about that, although Santam shareholders shouldn’t depress themselves by looking at the OUTsurance (JSE: OUT) chart with 58% growth over 12 months and 14% year-to-date.

For the six months to June 2025, Santam achieved 12% growth in group insurance revenue. HEPS jumped by 19%, so they are doing a good job of converting revenue growth into higher earnings growth. One of the key drivers here is conventional insurance net underwriting margin (essentially the profit they make on short-term insurance), which jumped from 6.5% to 11.3%.

Another point worth touching on is that the international businesses (India and Malaysia) saw earnings improve by 18%. Shriram in India has been the star contributor here. The broader Sanlam (JSE: SLM) / Santam stable is one of the few ways on the JSE to get exposure to the incredible economic story that is India.

The interim dividend was up 10.3%, so the payout ratio was lower than the prior period. Still, double-digit growth in the dividend is a solid outcome!


Sea Harvest has certainly been harvesting, with HEPS almost doubling year-on-year (JSE: SHG)

The group is heavily exposed to the hake industry

Sea Harvest released numbers for the six months ended June 2025. The company has supported the Ghost Mail platform by including them here, so please do check out the official company narrative.

From my perspective, it’s pretty hard to find fault in a result that saw revenue increase by 34% and headline earnings jump by a massive 120%. Due to an increase in the weighted average number of shares, HEPS was up by “only” 91% – an exceptional performance.

Interestingly, gross profit margin was actually down by roughly 100 basis points, so the magic really happened below that thanks to the high revenue growth and the knock-on benefit of operating leverage (the joy of having fixed costs at a time when revenue is flying high). Operating profit margin improved from 9% to 14%.

Debt ratios also look better after a result like this of course, with net debt to EBITDA improving from 2.7x to 2.1x.

Where did the revenue growth come from? It’s mainly about the hake business, with higher catch rates (up 15%) and better pricing (up 10%). Other areas of the business also contributed positively, other than abalone which had a really tough time with lower selling prices. The abalone business achieved a positive operating profit, but substantial fair value losses based on biological asset revaluations took that performance into the red in terms of segmental net profit.

Despite the name, there’s more to Sea Harvest than just the ocean. The Cape Harvest Foods segment includes various dairy businesses and things went very well there, with EBIT up by a delicious 71%.

It’s extremely difficult to predict how this group will perform, as there are just so many variables at play. Management is “cautiously optimistic” about the second half, with a number of factors that will impact global pricing for the various products.

The share price chart over 12 months looks like a topographic profile of the ocean floor:


Sun International is doing well under the circumstances (JSE: SUI)

Earnings are up and debt is down

The casino and gaming sector isn’t a particularly fun place to be right now. Online sports betting has proven to be quite the disruptor. Casinos are large and expensive assets to own if they are underutilised. And to make things more difficult, competition authorities in South Africa aren’t keen on consolidation, as evidenced by the approach taken towards the Sun International – Peermont deal.

Sun International terminated that deal in the end, incurring R11 million in costs along the way. That’s small compared to some of the other major adjustments in the latest earnings.

We don’t have full details yet, but a trading statement for the six months to June 2025 has indicated adjusted HEPS growth of between 5.6% and 7.4%, which is pretty good under the circumstances. Encouragingly, debt (excluding IFRS 16 leases) is down from R5.2 billion as at December 2024 to R5.0 billion as at June 2025.

Without adjustments, HEPS is up by between 56.8% and 61.6%. The put option liability related to SunWest seems to be the biggest cause of the difference between adjusted and unadjusted HEPS.

Results are expected to be released on 8th September.


Nibbles:

  • Director dealings:
    • Orion Minerals (JSE: ORN) issued shares worth A$508k to an associate of a director in settlement of a loan facility. The company also issued shares worth A$42.5k in lieu of director fees. That works out to around R6.4 million worth of shares.
    • Des de Beer bought another R5 million worth of shares in Lighthouse (JSE: LTE).
    • It looks like there was a trade between directors of Visual International (JSE: VIS), with one director selling shares worth R1 million to another director.
    • An associate of the CEO of Spear REIT (JSE: SEA) sold shares worth R950k. This is most unusual, as the CEO and his associates are almost always buyers rather than sellers. The announcement notes that the sale is for “restructuring the investment portfolio and complying with certain commitments” – and importantly, it’s only a small portion of the overall shareholding. Still, a sale is a sale.
    • An associate of a director of KAP (JSE: KAP) bought shares worth R500k.
    • An associate of the CEO of Acsion (JSE: ACS) bought shares worth R224k.
    • A director and associate of that director bought shares in Finbond (JSE: FGL) to the value of R89k.
    • The CEO of Vunani (JSE: VUN) is still mopping up the limited liquidity in the market, with a purchase of shares to the value of R6k.
  • As a very important step for Harmony Gold’s (JSE: HAR) strategy, shareholders of MAC Copper approved the transaction that will see Harmony acquire the company. There are still some conditions precedent to get through, but some of the biggest ones are already out of the way. Harmony expects the deal to close by the end of October.
  • Merafe (JSE: MRF) is facing difficult times in the ferrochrome market, with the smelting operations at Boshoek and Wonderkop having been suspended back in May this year as part of a business review process. They also temporarily suspended operations at the Lion smelter for maintenance and rebuilds during the weak market conditions. Things don’t seem to be improving out there, with Merafe taking the tough decision to commence s189 proceedings (i.e. retrenchments) for the Boshoek and Wonderkop smelters, with the Lion smelter currently being evaluated as well.
  • Gemfields (JSE: GML) shareholders will surely be pleased to learn that the disposal of Fabergé has been completed. It may be a glamorous asset, but it certainly isn’t a good asset. This was the right move by Gemfields.
  • AfroCentric (JSE: ACT) is a left-field name on the JSE, so their trading statement only gets a mention down here on an otherwise busy day of earnings. For the six months to June 2025, HEPS dropped by between 36.5% and 40.5% year-on-year. The Retail Cluster is where the pressure is, with the loss of contracts and lower margins from pharmaceutical products. Although that sounds bleak, earnings are at least much higher than in the second half of 2024, so there’s some positive momentum.
  • Huge Group (JSE: HUG) has been on a cost savings drive, which includes retrenchments of employees across various group companies. They will save R16 million in the next 12 months (net of separation costs) and R32 million annually thereafter. The savings in the first year are always much lower because of retrenchment packages. There have also been various changes to management structures. Huge included a brief update in the announcement on Huge Distribution, where the revenue run-rate has been R8 million per month for the first five months of the new financial year vs. R54 million annual revenue in FY25. They’ve also noted that Huge NXTGN is now generating revenue thanks to securing various clients.
  • Things still aren’t good at Nutun (JSE: NTU), which you may remember as the charred remains of Transaction Capital. GCR Ratings has affirmed Nutun’s credit ratings, but the outlook has been revised to Negative. And yes, it’s pretty ironic that this has happened to a company that specialises in buying distressed debt. Their credit rating is still good, but that outlook is a concern, particularly as GCR Ratings has attributed the revision to a lack of sustainable improvement in the competitive position of the business.
  • The CFO of Novus Holdings (JSE: NVS) has resigned with effect from December 2025. Kim Julies will step into the role, having been with the group since 2017. It’s always great seeing an internal appointment.

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

Sea Harvest interim results: geared for success

Sea Harvest financials for the six months ended June 2025

“Today we earn over half our revenue offshore, and, with all processing done in South Africa, retain a strong pricing influence that underpins our resilience as a Rand-hedge and a local and global player”

Felix Ratheb – Chief Executive Officer

Sea Harvest is geared for success

Sea Harvest Group’s 2025 interim results, which it released on Monday, September 01, 2025, represent a pleasing turnaround in the company’s performance, compared to the same period in 2024. Revenue increased by 34% to R4.4 billion (2024: R3.3 billion) and headline earnings per share (HEPS) increased by 91% to 95 cents (2024: 50 cents). Earnings before income and tax (EBIT) increased by 58% to R590 million (2024: R373 million), at an EBIT margin of 13% (2024: 11%). Although the results are primarily attributable to higher catch rates and significantly improved pricing in its core hake business, it is also due to strategic moves that saw strict cost control across all businesses and volume efficiencies across the Group.

Shredding the Gnar

The results prove once again that Sea Harvest certainly knows how to “shred the gnar” in the boardroom – to use an analogy from surfing, a sport that the Group has supported through its corporate social investment (CSI) since it was officially recognised as a new sporting code for the Olympics ahead of the Tokyo 2020 Games. “Shredding” refers to confident and stylish manoeuvres executed by highly skilled surfers, while “gnar” refers to rough waves that would most likely wipe out less skilled surfers. Sea Harvest entered its 61st year in existence in 2025, not only proving its staying power but growing in this time from a small fishing business on the Cape west coast to a leading, vertically integrated, diversified fishing business that sells to more than 30 countries around the world.

The Group has a workforce of more than 5,000 people with 99% of its employees in South Africa. Its asset base includes a total of 61 factory freezer trawlers, fresh fish and purse sein vessels; eight processing operations; eight aquaculture farms and processing operations; eight factory shops; and engineering capabilities that repair its own- and third-party vessels. The Group’s deep-sea hake, pelagic, prawn, and aquaculture businesses are located, inter alia, in the port towns of Cape Town, Saldanha Bay, St Helena Bay and Mossel Bay, as well as Hermanus, Buffeljags, Kleinzee, and Ladismith in South Africa, and in Shark Bay, Exmouth, Port Samson and Fremantle in Western Australia.

A Strong Investment Case

Since listing on the Johannesburg Stock Exchange in 2017, Sea Harvest’s investment case has held strong allowing it to deliver on its growth and expansion strategy. What sets Sea Harvest apart is that the fishing industry, its key focus, has high barriers to entry with positive dynamics that drive premium pricing. Sea Harvest is the largest hake company globally and is the market and brand leader in volume and value within seafood in South Africa. It has world-class production facilities with an experienced and established management team. Furthermore, the Group has enjoyed long relationships with a diverse international customer base generating hard currency earnings.

Chief Executive Officer (CEO), Felix Ratheb, says, “When we listed, we fixed our sight on being a leading, responsible, global business that remains true to our purpose of creating jobs, improving food security and achieving broader economic impact. Our strategy in pursuit of this vision, which was to secure volumes, enhance margins and grow through acquisitions, has built a substantial, diversified seafood group. Today we earn over half our revenue offshore, and, with all processing done in South Africa, retain a strong pricing influence that underpins our resilience as a Rand-hedge and a local and global player.”

Tightening the Net

According to Ratheb, the Group approached 2025 with a sharpened focus on earnings growth and shareholder returns and kicked off the year by refining its strategy around three priorities. “For the next three years, our goal is to drive efficiency and profitability in our South African fishing business, restructure underperforming segments, and reduce debt,” he says. The subtle reversal manoeuvre delivered efficiency gains in the hake business during the reporting period, which were not only achieved by good cost control but also by the addition of four new trawlers and better vessel utilisation to boost landed volumes by 15%. In the six months to 30 June 2025, the Group’s net debt to EBITDA ratio improved to 2.1 times (30 June 2024: 2.7 times).

A firm hake biomass drove the improved catch rates, while the pricing increases were made possible by robust demand for wild-caught fish across all markets. The inclusion of the pelagic business for the full six-month period, which delivered a solid performance with higher processed volumes and improved fish oil yields, resulted in revenue of R879 million, and EBIT of R144 million at a 16% EBIT margin. Overall, revenue for the fishing segment rose 19% to R2.1 billion, with EBIT nearly doubling to R429 million, and the EBIT margin expanding to 21%. This means that the segment accounts for 64% of total revenue and 90% of EBIT for the reporting period.

In the Group’s dairy business, Ladismith Cheese’s new sliced cheese line and roller dryer powder plant increased operating capacity after being fully commissioned during the reporting period, while solar investments delivered strong returns. This, supported by higher milk flows and stable pricing, increased revenue by 24% to R975 million, with EBIT up 73% to R61 million. The Australian business increased revenue by 7% to R455 million, supported by higher prawn prices and strong engineering division performance, with EBIT recovering to a positive R0.3 million from a R15 million loss in 2024. Despite the aquaculture segment remaining under pressure due to weak demand and lower selling prices in Hong Kong and China, revenue increased by 63% to R167 million with the inclusion of Aqunion. The segment recorded an Operating Profit of R8 million.

Looking forward

Ratheb states that the Group is well positioned for future growth. “We will continue to strengthen our South African hake and small pelagic businesses by driving efficiency and profitability. Although a very small part of our business, our abalone and Australian operations are being restructured to prepare for long-term recovery as market fundamentals improve. We are also committed to reducing debt by 50% over the next three years through stronger cash flow, disciplined investment, and selective disposals to support increased dividends for shareholders in the future,” concludes Ratheb.



The Sea Harvest Group is a leading vertically integrated seafood, agri-processing and branded fast-moving consumer goods (FMCG) business with a global footprint. Sea Harvest was established in 1964 and has developed a strong reputation and solid long-term relationships with its geographically diverse international customer base.

The Group harvests wild-caught seafood off the coasts of South Africa and Australia and processes the catch into a variety of chilled and frozen premium seafood products including fish oil and fishmeal. Through Sea Harvest Aquaculture, they farm abalone. Their varied wild-caught and farmed products are then packed and marketed to a local and international customer base. Their agri-processing business produces value-added dairy products, such as cheese, butter and powders, for the South African retail and food service markets. Their convenience foods business produces premium convenience foods for the retail and food service markets in Southern Africa.

VIEW THE FULL RESULTS HERE >>>

Note: Sea Harvest values the Ghost Mail audience and the company has placed its earnings here accordingly. This article reflects the views of the company. For the views of The Finance Ghost, refer to the section in Ghost Bites dealing with these results.

CA&S interim results: stronger earnings, capacity building and expansion

CA Sales Holdings financials for the six months ended June 2025

“We are encouraged by the performance in the first half of the year, which demonstrates the value of our diversified footprint and disciplined financial management. The investment in Tradco positions us to capture new opportunities in East Africa, where demand for consumer goods and reliable route-to-market solutions is growing rapidly”

Duncan Lewis – Chief Executive Officer

CA&S posts resilient interim results, expands into East Africa with Tradco stake

CA Sales Holdings Limited (CA&S), the fast-moving consumer goods route-to-market group operating across Southern and East Africa, has delivered a solid set of interim results for the six months ended 30 June 2025, underpinned by organic growth, acquisitions and expansion into new markets.

Revenue grew 4.0% to R5.96 billion compared with R5.73 billion in the same period last year. Gross profit improved 9.0% to R948.96 million, while operating profit increased 9.6% to R334.67 million. Earnings per share advanced 15.5% to 50.72 cents, with headline earnings up 16.9% to R241.72 million and headline earnings per share increasing by 16.1% to 50.44 cents per share. A lower withholding tax charge, on dividends from Botswana, contributed to the improved headline performance.

Total assets expanded by 16.3% to R5.85 billion, reflecting investment in warehouse capacity, business combinations and associates, working capital, as well as higher cash resources, which rose from R1.05 billion to R1.29 billion.

In February, CA&S strengthened its East African presence with the acquisition of a 35% stake in Trapin Holdings Limited (Tradco), a Kenya-based route-to-market business with operations across multiple countries in the region. The R108.4 million transaction broadens the group’s service offering to existing clients and provides access to a market identified as central to its long-term growth ambitions.

Chief executive Duncan Lewis said the results reflect the resilience of the group’s operating model. “We are encouraged by the performance in the first half of the year, which demonstrates the value of our diversified footprint and disciplined financial management. The investment in Tradco positions us to capture new opportunities in East Africa, where demand for consumer goods and reliable route-to-market solutions is growing rapidly,” he said.

While no interim dividend was declared, in line with company policy, the group maintained a positive outlook for the remainder of the year. Management noted that Southern and East Africa continue to offer growth opportunities, supported by rising urbanisation, infrastructure development and economic diversification.

“We remain conscious of the challenges surrounding cost control and the need for targeted strategic investment. Through disciplined financial management, we are well placed to capitalise on opportunities that will secure the long-term success of CA&S,” concluded Lewis.

The interim results have not been audited, reviewed or reported on by the company’s auditors.



CA Sales Holdings Limited is a collective of fully integrated fast-moving consumer goods service providers operating in several Southern and East African countries. The group offer route-to-market solutions across borders to some of the world’s most admired consumer brand owners. Their route-to-market solutions include selling and distributing fast-moving consumer goods as well as services such as retail execution and advisory, retail support, technology and data solutions, and training. The group collaborates with clients, taking brands beyond borders and navigating the supply chain to reach stores, shelves, baskets and trolleys. They ensure availability for and visibility to shoppers, including promoting the brands. Working closely with clients, they address trade obstacles, enhance shelf
presence and safeguard and build market shares.

VIEW THE FULL RESULTS HERE >>>

Note: CA&S values the Ghost Mail audience and the company has placed its earnings here accordingly. This article reflects the views of the company. For the views of The Finance Ghost, refer to the section in Ghost Bites dealing with these results.

RCL Foods FY25 results: improved sales mix and cost savings drive HEPS growth

RCL Foods financials for the year ended June 2025

“We have delivered a pleasing set of results and progressed well against our strategic priorities. A notable contributor this year was the cost saving initiatives, which together with an improved sales mix translated into good bottom line growth.”

Paul Cruickshank – Chief Executive Officer

Financial Highlights

  • Revenue continuing operations +1.8% to R26.5 billion
  • Underlying EBITDA continuing operations +7.9% to R2.4 billion
  • Underlying HEPS continuing operations +14.4% to 146.1 cents
  • HEPS total operations +10.0% to 156.3 cents

VIEW THE SHORT FORM ANNOUNCEMENT BELOW:

JOB030147_RCL_SFA_prelims_Eng_v6

RCL Foods is a South African food manufacturer producing more than 20 much-loved brands including Yum Yum peanut butter, Nola mayonnaise, Ouma rusks, Pieman’s pies, Number 1 mageu, Sunbake and Sunshine bread, Supreme flour, Selati sugar, Bobtail and Catmor pet food and Molatek animal feed.

VIEW THE FULL RESULTS HERE >>>

Note: RCL Foods values the Ghost Mail audience and the company has placed its earnings here accordingly. This article reflects the views of the company. For the views of The Finance Ghost, refer to the section in Ghost Bites dealing with these results.

Rainbow Chicken FY25 results: building on momentum

Rainbow Chicken financials for the year ended June 2025

“A more strategic product mix and improved volume performance are driving sustainable growth”

Marthinus Stander – Chief Executive

Financial Highlights

  • Revenue +9% to R15.8 billion
  • EBITDA +66.2% to R1.1 billion
  • Headline earnings +224.3% to R584.8 million
  • Headline earnings per share +223.6% to 65.57 cents
  • Dividend per share: 20 cents

VIEW THE SHORT FORM ANNOUNCEMENT BELOW:

Rainbow_40x8_FC

Rainbow is one of South Africa’s largest processors and marketers of chicken. Rainbow is a fully integrated broiler producer that breeds and rears its own livestock, which it feeds from its own feed mills. It also processes, distributes and markets fresh, frozen, value added, and further-processed chicken. The Chicken Division produces a wide range of products under three well established brands: Rainbow, Simply Chicken and Farmer Brown, whilst the Animal Feed Division produces grain-based feeds for a range of species under the brands of Epol and Driehoek Feeds.

VIEW THE FULL INVESTOR SUITE HERE >>>

Note: Rainbow Chicken values the Ghost Mail audience and the company has placed its earnings here accordingly. This article reflects the views of the company. For the views of The Finance Ghost, refer to the section in Ghost Bites dealing with these results.

Ghost Bites (MAS | Northam Platinum | Super Group)

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Solid numbers at MAS, but watch that footfall (JSE: MSP)

eCommerce is a trend worth watching

Whenever a retail-focused property fund releases earnings, one of the first things I look at is footfall. The trend is clear across multiple geographies: people aren’t going to malls as often as they used to. In some cases footfall growth is still positive (driven by trends like urbanisation), but not by much. When footfall turns negative, then the only thing driving higher tenant sales will be the average basket size and the extent to which landlords can participate in omnichannel sales that are fulfilled by stores in the mall.

Long-term concerns aside, MAS Real Estate put out solid numbers for the year ended June 2025. With so much focus on the shareholder register and the board recently, it’s great to see that the underlying business is doing well. Distributable earnings per share jumped by 27.7% year-on-year and valuations were up 7.3% on a like-for-like basis. The loan-to-value ratio has improved from 26.3% to 23.2%. It all looks good.

As alluded to when I started this section on MAS, footfall isn’t the major driver of growth here. In the MAS retail portfolio (excluding the DJV joint venture), it was up 3.3% for the full year, but footfall only increased by 0.8% in the second half of the year. That’s a huge deceleration. The good news is that sales per square metre grew 6.9% for the full year and 6.3% in the second half, with higher rent reversions in the second half helping to blunt the impact of lower footfall.

The DJV retail portfolio did a lot better on key metrics, with sales per square metre up by 18.8% on a like-for-like basis and footfall up 4.2% for the full year. Rent reversions were a meaty 24%.

The tangible net asset value per share is 186 euro cents (roughly R38.40 vs. the current share price of R21.00). The market has been more focused on the dividend – or lack thereof – than the capital value recently. With the dust having settled on the shareholder register and with Prime Kapital (the joint venture partner) having given an undertaking to prioritise distributions of available profits over new investments, the hope is that dividends will soon return.


Costs are running too hot at Northam Platinum (JSE: NPH)

And this means that margins have suffered

Northam Platinum has released results for the year to June 2025. Despite a modest production increase in own operations of 0.7%, operating profit has dropped sharply from R4.8 billion to R3.6 billion. Operating profit margin has contracted from 15.7% to 10.9%. That’s clearly a problem.

We can’t even point to a poor sales result to explain this, as sales volumes were up 5.9% and sales revenue increased 6.9%. That really isn’t a bad result, but it wasn’t enough to offset the cost pressures in the group. The cash cost per equivalent refined 4E ounce increased by 8.1%.

If we dig deeper into the operations, Booysendal as the largest operation suffered a 14.4% decline in operating profit to R3.9 billion. This operation also required 11.7% more capex, so that’s quite a squeeze on free cash flow. At Zondereinde, they managed to grow operating profit by 5.5% to R570 million despite a deterioration in the cash margin per refined 4E ounce. Capex was 7.7% lower at Zondereinde, which also helped. Unfortunately, Eland more than offset the good news at Zondereinde. In fact, Eland more than offset Zondereinde full stop, with a 31.3% deterioration in the operating loss to R768 million! To add insult to considerable injury, capex was 31.9% higher at Eland.

Although Northam enjoys significant headroom on its facilities, it’s also worth noting that net debt increased from R3.1 billion to R5.1 billion. The net debt to EBITDA ratio more than doubled from 0.50x to 1.04x.

In terms of guidance for FY26, the unit cash cost per 4E ounce is expected to be between R27,500 and R28,500. The FY25 number was R25,728, so the cost pressure seems to be relentless. Even if PGM prices do well, it all seems very risky to me.

The share price is up 98% year-to-date. It’s cooled off quite a bit though, down 14.5% from its recent 52-week high. To finish off on Northam, I enjoyed this chart in the investor presentation that shows the six monthly average basket price going back over the past decade, along with an indication of where the current spot price is. It shows you why the share price has rallied in anticipation:


Super Group’s continuing operations are struggling for growth (JSE: SPG)

But the balance sheet is in good shape

Super Group released a trading statement for the year ended June 2025. It’s not exactly the easiest time in the world to be running a logistics business with heavy exposure to the European automotive sector, along with an automotive dealerships business that is clearly in that value chain as well.

Despite this, HEPS from continuing operations is expected to move by between -2.3% and 0.0%. They might be in the red, but not by much. This excludes the results of SG Fleet (which was disposed of), inTime (in the process of being disposed of) and the Suzuki, Kia and Hyundai dealerships in the UK (I can’t find any evidence of an announced transaction for this – happy to be corrected if wrong).

If you look at total operations instead of continuing operations, HEPS was up by between 24% and 28%.

Super Group notes that the balance sheet is strong, with debt leverages at “modest” levels and plenty of headroom on their borrowings covenants i.e. the ability to access capital if needed. We will find out for sure on 9 September when Super Group is expected to release earnings.


Nibbles:

  • Director dealings:
    • A director of Sabvest (JSE: SBP) bought shares in the company worth R7.3 million.
    • An associate of a director of 4Sight Holdings (JSE: 4SI) bought shares worth R1.4 million.
    • Des de Beer bought another R1.06 million worth of shares in Lighthouse Properties (JSE: LTE).
    • An associate of a director of KAP (JSE: KAP) bought shares worth R995k.
    • A director of STADIO (JSE: SDO) bought shares worth R298k and a different director bought shares worth R108k.
    • A director and an associate of the same director bought shares in Finbond (JSE: FGL) worth R118k.
    • A director of Vunani (JSE: VUN) bought shares worth R3.7k.
  • Accelerate Property Fund (JSE: APF) has suffered a delay in the release of the circular for the all-important Portside disposal. The JSE has granted an extension for the release of that circular until 15 October 2025. They really need to get that deal done to remove one of the many overhangs on the share price.
  • In mid-July, AECI (JSE: AFE) announced the disposal of Schirm USA. The good news is that the deal has become unconditional and has been implemented, with $40 million in proceeds flowing to AECI. The group is executing a strategy that includes focusing on AECI Mining and AECI Chemicals, while divesting from any distractions.
  • Shareholders in eMedia Holdings (JSE: EMH) gave almost unanimous approval for all the resolutions required for the transaction with Remgro (JSE: REM). I’m not surprised, as it seems like a solid deal for eMedia.
  • Sebata Holdings (JSE: SEB) did not release the results for the year ended March 2025 as expected on 29 August. They have unfortunately not even given an indication of when the results might come out, due to delays in the technical review in the audit of Inzalo Capital Holdings.
  • Salungano Group (JSE: SLG) announced that the board can no longer stand behind the previous guidance that the listing suspension will be lifted in mid-November. Due to ongoing delays in financial reporting, they can’t even give an updated timeline at this point.

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

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