Tuesday, October 14, 2025
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Ghost Bites (Africa Bitcoin Corporation | Finbond | Gemfields | Heriot REIT | Prosus – Naspers | Texton)

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Africa Bitcoin Corporation is now also raising money for their credit fund (JSE: BAC | JSE: BACC)

These are small numbers in the context of the greater market, but it will be an interesting test of investor appetite for the new name and strategy

Africa Bitcoin Corporation – previously Altvest – has received approval for a secondary listing of the ordinary shares and the preferred C ordinary shares on the Namibian Stock Exchange. This is important, as it means that capital raising activities are being extended to Namibian investors as well.

The company is currently busy with a raise of up to R11 million at holding company level, with a closing date for the equity raise of 23 October. We knew about this raise already as part of the announcement of the change of name and strategy.

The new news is a Class C capital raise of up to R20 million. Those who follow the company will know that Class C shares refer to the Altvest Credit Opportunities Fund (ACOF), by far the most scalable business they currently have. If the capital raise goes ahead to the full extent, Class C shareholders will increase their stake from 27% to 35% in ACOF and Altvest as the holding company will dilute its stake from 73% to 65%.

I must note that although ACOF is a scalable business, the value of net assets was R38.8 million as at February 2025 and the loss after tax was R12.6 million. These numbers are outdated by several months and it’s always better to raise equity using fresh numbers, as it’s very hard to know how ACOF has performed over the past 6 months or so.

Although volumes remain very thin, the recent change of name from Altvest to Africa Bitcoin Corporation certainly got some attention in the market, with the share price up more than 40% since early August when there was little or no activity in the stock.


Finbond is acquiring a controlling stake in Benefits Bouquet (JSE: FGL)

This is a good example of a company that does what it says on the tin

Benefits Bouquet is a South African business that provides (you guessed it) a range of benefits to consumers, with everything from discount coupons through to legal advisory services, trauma and HIV support and funeral assistance. It therefore sounds like a plug-and-play for a financial services group like Finbond, with the obvious synergy of being able to bundle the benefits with financial products.

Importantly for where Finbond currently is in its lifecycle, Benefits Bouquet is profitable and ready to wash its own face from day 1. The company generated total profit after tax of R24.6 million in the six months to August. The announcement doesn’t give an indication of seasonality, so we have to make the simplifying assumption that the business makes close to R50 million over 12 months.

Finbond is buying a 74% stake for R116 million, which implies a total value of R157 million. The business has therefore been valued on a P/E multiple of just over 3x for a controlling stake, which feels very low and makes me question whether the recent profitability is maintainable and can indeed be doubled to get to an annual view. The net asset value (NAV) is R227 million, so the purchase price also implies a substantial discount to NAV.

The deal will be done in two tranches, with R78.6 million payable almost immediately for the first 50% and R37.7 million payable when the other 24% changes changes in September 2026. In other words, they’ve locked in part of the price a year ahead, so it looks even cheaper when you adjust for that.

Either there’s much more than meets the eye here, or Finbond has done a smart deal. Without more detail on the financial performance of the target company, it’s hard to know for sure.


Gemfields reports the full extent of its troubles (JSE: GML)

A loss at EBITDA level is not what you want to see

Gemfields has been having a tough time out there. The company has a difficult business to run, with great uncertainty around the quality of rubies and emeralds that come out the ground and what they might be worth at auctions. This makes revenue even trickier to predict than for most mining groups, yet Gemfields faces similar capex pressures to mining companies that take more dependable resources out of the ground. A further layer in this risk cake comes in the form of geopolitical risk in Mozambique and Zambia, ranging from tax changes through to regional violence.

TL;DR: this isn’t a glamorous or easy business, despite how pretty the products are.

Management at Gemfields seems to have accepted that they ran the balance sheet too hot in recent years, culminating in the need to ask shareholders for money. In the chairman’s statement for the six months to June 2025, Gemfields acknowledges that they paid high dividends between 2022 and 2024 relative to the capex treadmill they were on. I think that’s a sign that things will be run more conservatively going forwards in terms of cash returns to shareholders, despite the worst of the capex programme now being behind them.

They certainly can’t allow the balance sheet to break again, as they’ve now played the rights issue card and it will be much harder to do it again. They’ve also found a buyer for Fabergé for $50 million, taking an economically unattractive asset off their balance sheet and giving them more headroom.

But if things don’t improve in the business, then a further deterioration in the balance sheet is exactly what will happen. There are good reasons why this was an awful period, ranging from government silliness in Zambia through to major capex programmes in Mozambique. Still, revenue fell by a nasty 47% and EBITDA swung from a profit of $50 million to a loss of $4.9 million. Free cash flow was negative, coming in at -$22 million as net debt ballooned to $61.2 million from $44.4 million. These numbers are horrendous before we even consider them on a per-share basis in the wake of the $32.3 million rights issue (forex movements gave them a helping hand there, as the rights issue was expected to be $30 million). The Fabergé disposal proceeds will make a big difference to the net debt number.

It’s all about the second half of the year. One thing we know for sure is that it cannot look anything like the first half, otherwise Gemfields will be headed for disaster.


Heriot REIT’s growth is very high, but you need to adjust for the Thibault acquisition (JSE: HET)

You always have to be careful when there have been major deals

When a company makes a major acquisition, looking at total growth gives a skewed answer in terms of how the business is performing. There’s a simple reason for this: depending on the timing of the deal, recent earnings (including the acquired asset) aren’t directly comparable to prior period earnings (excluding the asset).

In the case of Heriot REIT, the timing of the recent deal is such that we are dealing with maximum skew here. The Thibault acquisition took place on 28 June 2024, so it was in the prior period for literally a couple of days before being included in full in the latest period. This explains why Heriot has reported huge growth numbers, like a 26.1% increase in distributable earnings.

Of the R389.2 million in distributable earnings, R61.9 million was from Thibault. If you strip that out entirely and then compare distributable earnings to the base period, you find growth of 6%. But before you latch onto that number, it’s important to know that there are other distortions, including the investment in Safari Investments (JSE: SAR). Safari changed its year-end in the prior period, so the current period is comparing 12 months of earnings to 15 months of earnings.

Instead of focusing on the year-on-year moves, it’s probably better to just consider the NAV per share of R17.53 vs. the share price of R16.00, reflecting one of the smaller discounts to NAV in the sector. The distribution per share was 121.91 cents, so the stock is trading on a yield of 7.6%.

But here’s the catch: the word “trading” is working very hard here, as there’s almost no trade in this stock. I’ve just included it in this section as an important reminder to always look at the impact of acquisitions on year-on-year growth. This is especially true when the growth numbers look odd to you, or very different to sector peers.


Prosus announces an acquisition in France (JSE: PRX | JSE: NPN)

The company isn’t shy to invest in Western Europe, with a strategy of using AI to enhance growth

When it comes to technology, the US is seen as the centre of the Western world. This is where the big innovations have come from in recent years, with Europe lagging horribly behind. Despite this, Prosus (and thus Naspers) has positioned itself as a technology giant outside of the US, with exposure to both emerging markets and Europe. Goodness knows that Europe isn’t a bastion of growth right now, but the company reckons that the use of AI in its platform businesses can change that.

The latest example is the acquisition of 100% of La Centrale for €1.1 billion, a deal that Prosus will execute through its OLX platform. La Centrale is a French motor classifieds platform, which immediately tells you that (1) there’s a lot of data here, and (2) better use of that data could increase engagement and thus value. Sounds like the typical Prosus strategy, doesn’t it?

This deal is OLX’s entry into Western Europe. OLX is accustomed to higher growth markets in Central and Eastern Europe, so this will be an adjustment for them. One of the important drivers of growth is the opportunity to increase the portion of car sales in France that involve a dealer, as it looks like the French market has a much higher proportion of private sales than countries like Germany. It therefore seems that La Centrale is closer in spirit to a business like AutoTrader in South Africa, where most of the cars for sale are listed by dealers.

The seller is Providence Equity Partners, so the asset has already been through a journey of professional ownership. This is important, as it irons out some of the issues that face founder-owned businesses when they try and integrate into a corporate.

Prosus values the Ghost Mail audience and has included the detailed announcement here, including their strategic rationale.


Texton’s results reflect the simplification of its exposure (JSE: TEX)

This means the movement in NAV per share is more nuanced than usual

Texton Property Fund hasn’t been shy to hold an unusual portfolio of assets. They’ve played around with exposure to US property funds and in the end it seems like they achieved a decent outcome, even though I have a fundamental issue with corporate management teams acting like asset managers. The job of a corporate management team is to allocate capital in places that investors can’t access in any other way, like in direct properties or in controlling stakes offshore, not just units in an offshore fund.

Perhaps the message eventually landed, as Texton has taken steps to sell non-core properties and even the BREIT and SREIT units (the offshore property funds). This is why we’ve seen significant returns of contributed tax capital in addition to dividends. The move in the net asset value per share of 8% and even in distributable earnings or 7.6% has been impacted by these simplification decisions.

Frustratingly, the management commentary refers to “like-for-like” performance in South Africa being flat, despite property sales. The whole point of giving like-for-like commentary is that it should adjust for any portfolio changes!

The net asset value per share is 574.61 cents and Texton is currently trading at R3.00, so there’s a substantial discount there. The right thing to do in my view would be share buybacks to help close the gap.


Nibbles:

  • Director dealings:
    • Des de Beer bought shares worth R4.2 million in Lighthouse Properties (JSE: LTE).
    • A trust, of which a director of Valterra Platinum (JSE: VAL) is a beneficiary, has sold shares in the company worth R420k.
    • Oopsies do happen in the market – a director of Southern Palladium (JSE: SDL) placed a share order in September during a closed period. Although he quickly tried to cancel the orders, a small trade worth just over R1k went through. Of course, the bigger concern is how a director was blissfully unaware of the closed period rule. The company will need to get tighter on this.
  • Gold Fields (JSE: GFI) announced that the deal to acquire Gold Road Resources has met all conditions, with the shareholders of the target approving the scheme. After adjustments, the final deal value is roughly A$3.3 billion. The enterprise value (which adjusts for the cash in the business and therefore focuses only on the operations) is $2.6 billion. Part of the transaction sees Gold Fields acquire a stake in Northern Star Resources, with a deal already done with JPMorgan to sell that stake for A$1.1 billion. Those proceeds will be applied towards the acquisition bridge facility. In other words, the deal included an asset they don’t actually want to own, hence they’ve locked in a sale of that asset and taken some pressure off the debt required for the total purchase price.
  • SAB Zenzele Kabili (JSE: SZK) released earnings for the six months to June 2025. They are incredibly volatile because of the leveraged underlying exposure to listed shares in AB InBev (JSE: ANH). This is how earnings can swing to a profit of R1.1 billion in the latest period vs. a loss of R690 million in the comparable period! The dividend is up 32% and the net asset value (NAV) per share increased by 8% to R77.05. The share price is languishing at a substantial discount to NAV, trading at R35.93.
  • Southern Palladium (JSE: SDL) is firmly in exploration phase, so the financials reflect the typical losses that you’ll see in junior mining. For the year ended June 2025, the headline loss per share was A$0.053, worse than A$0.075 in the comparable period. The cash balance is up to A$9.9 million thanks to A$8 million in equity that was raised during the year.
  • Wesizwe Platinum (JSE: WEZ) is very behind on its financials, hence the stock is suspended from trading. They’ve now released a trading statement dealing with the year ended December 2024 (yes, 2024) in which they’ve flagged a headline loss per share of between 12.78 cents and 12.94 cents, which is much worse than the headline loss in the comparable period of 1.55 cents. Ouch.
  • In a small related parties transaction, RCL Foods (JSE: RCL) has agreed to extend the management services agreement with Siqalo Foods. This is a related party matter as Remgro (JSE: REM) is the common denominator here. The contract has been extended until 31 October 2027, with Siqalo paying RCL Foods R188 million per financial year for services across various operating functions. BDO Corporate Finance was asked to assess the contract for fairness and they have opined that it is fair.
  • Cilo Cybin Holdings (JSE: CCC) is successfully transitioning to the General Segment of the JSE Main Board. This is the regulatory framework that a number of smaller companies recently chose to use when it was launched, as it creates a somewhat less onerous compliance environment for listed companies.
  • Labat Africa (JSE: LAB) has elected to change its auditors based on the difficulties in meeting the required reporting timelines. This is the challenge when moving beyond the leading firms in the market (there are really only a handful of them), as smaller firms can struggle to meet the needs of listed companies. Labat is sticking with smaller firms though, giving P Mapfumo Accountants and Auditors a try as the new auditors.

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

9 out of 10 doctors agree – for now, at least

When science gets tangled with money and politics, certainty is the first casualty. Just ask the cigarette-smoking doctors of the 1940s, or perhaps the Tylenol debaters of today.

On Monday morning, President Donald Trump stood at a podium and confidently made a claim that set the world buzzing: Tylenol, the everyday painkiller that’s earned pride of place in bathroom cabinets and first aid kits for generations, could cause autism in an unborn child if taken during pregnancy. The ingredient believed to be at the root of the problem is acetaminophen, the pain-and-fever-reliever we usually find in the form of Panado, Calpol or Grandpa tablets here in South Africa. President Trump went on to say that the Food and Drug Administration was beginning the process of updating safety labels for acetaminophen, citing research that supposedly links prenatal use to autism and ADHD.

It may sound like a breakthrough, but the science behind the claim looks shaky at best. The FDA’s own guidance remains cautious, advising doctors to “exercise their best judgement” rather than imposing a ban. That hesitation is deliberate, since acetaminophen is still the only over-the-counter drug approved for treating fevers during pregnancy. While the potential risks of Tylenol remain hotly debated, the danger of high fevers in expectant mothers is well established and far less ambiguous.

Just days after Trump’s Tylenol claim, news broke that one of the papers cited by the president as irrevocable proof of the link between acetaminophen and autism was authored by Dr. Andrea Baccarelli of Harvard’s T.H. Chan School of Public Health – the same Dr. Baccarelli that various media outlets reported as being paid at least $150,000 in 2023 to serve as an expert witness in lawsuits against Tylenol’s former manufacturer. These lawsuits were ultimately dismissed by a federal judge for lack of reliable scientific evidence, despite Dr. Baccarelli’s paid-for testimony. 

The whole messy situation raises a thorny question: when medical research is wrapped up in politics, litigation, and big paychecks, whose conclusions can we trust? It’s a modern problem with a familiar echo. To hear it, you only have to roll back the clock to a time when doctors weren’t warning patients about risk, but actively selling it.

When doctors lit up

In the 1930s and 40s, lung cancer cases were spiking worldwide, but no one was sure why. Certainly nobody suspected the cause could be the cigarettes that were everywhere – tucked into soldiers’ rations, clutched between movie stars’ fingers, even passed around hospital waiting rooms. Doctors smoked them. Patients smoked them. Sure, some smokers complained about symptoms like throat irritation and mouth sores, but science hadn’t yet drawn a clear line between smoking and cancer. Tobacco companies seized the opportunity to turn uncertainty into a marketing edge.

Their strategy was simple: if you want credibility, borrow a white coat.

American Tobacco led the charge in 1930 with Lucky Strike. Picking up the trend around throat irritation, its headline bragged: “20,679 physicians say Luckies are less irritating”.  That oddly precise number didn’t come from lab work or clinical trials, either. It came from cartons of free cigarettes mailed to doctors along with a leading question: aren’t Luckies easier on the throat? Many doctors responded positively to this biased, leading question (probably while puffing on their free cigarettes), and Lucky Strike ads used their answers to imply their cigarettes must be medically superior.

Other companies soon rushed to copy the tactic. In 1937, Philip Morris ran a Saturday Evening Post spread claiming doctors had conducted a study proving throat irritation cleared “completely and definitely” when smokers switched to their brand. What the ad conveniently left out was that Philip Morris had funded the study in the first place.

More doctors smoke Camels

By the 1940s, the game had gone pro. R.J. Reynolds, maker of Camel cigarettes, went so far as to establish a Medical Relations Division dedicated to courting physicians and publishing studies. In 1946, they launched what would become one of the most infamous cigarette ad campaigns of the century: “More doctors smoke Camels than any other cigarette”.

How did they arrive at that conclusion? By handing out cartons of Camels to doctors and then asking them which brand they smoked. Unsurprisingly, a doctor given a month’s supply of free Camels was smoking Camels.

But it worked. For nearly a decade, ads featured kindly physicians puffing away, assuring readers that Camels soothed throats, steadied nerves, and got medical approval. Smoking was framed as not just harmless, but practically good for you. 

A frank statement and a crumbling facade

By the early 1950s, though, the tide was turning. Independent studies (as in, the kind not paid for by tobacco companies) were stacking up and showing that smoking wasn’t soothing throats or nerves; in fact, it was killing people at pace. Lung cancer rates were rising too sharply to ignore. The industry, desperate to keep its customers calm, tried a new tactic, which was to admit just enough doubt to delay the reckoning.

In 1954, America’s leading cigarette companies took out full-page ads in more than 400 newspapers under the banner “A Frank Statement to Cigarette Smokers”. They acknowledged that some research was “alarming”, but insisted the science wasn’t conclusive. To demonstrate good faith, they announced the creation of the Tobacco Industry Research Committee. Its purpose, they said, was to fund independent studies and get to the bottom of the controversy.

I’ll leave it to you to decide if there can be such a thing as an independent study paid for by the company whose products are being studied.

Of course, the committee wasn’t designed to resolve the question – it was designed to perpetuate it. By keeping the science “unsettled,” the companies bought themselves another decade of profit. But the white coat strategy was finished. Doctors, once reliable pro-tobacco spokesmen, were fast becoming whistleblowers. By 1964, the US Surgeon General’s landmark report made it official that smoking caused lung cancer, laryngeal cancer, and chronic bronchitis.

And just like that, the image of the cigarette-smoking doctor went up in smoke.

The Harvard connection

This brings us back to Tylenol. Dr. Andrea Baccarelli, the Harvard researcher whose work is now being cited by Trump and federal health officials, is no paid actor in a Camel ad. But his dual role – both as a scientist conducting studies and as a well-compensated expert witness for plaintiffs in lawsuits – draws uncomfortable parallels to the past. Just as tobacco executives once used selective surveys and industry-funded research to prop up their claims, today’s political figures are leaning on research that has its own tangled financial interests.

To be clear, acetaminophen is not cigarettes. The evidence against smoking is overwhelming and settled, while the evidence on Tylenol and autism is disputed and, by most accounts, inconclusive. But the strategy feels familiar: spotlight research that aligns with your message, downplay the conflicts of interest, and present the conclusion with absolute certainty.

Back in the 1930s, a free carton of Camels could buy a doctor’s loyalty. In 2025, the public should use history as a warning and question not just what the science says, but who’s paying to say it.

The cost of confusion

The danger isn’t only in the pill or the smoke – it’s in the erosion of trust. When credibility is bought, the public loses confidence in the institutions meant to guide them. Cigarette companies learned this the hard way when lawsuits, regulation, and science finally caught up to them. But when the message gets massaged by marketing, litigation, or politics, the truth has a way of being the last thing to arrive.

And like those early cigarette ads, the consequences of who we choose to believe could linger for generations.

About the author: Dominique Olivier

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

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

Dominique can be reached on LinkedIn here.

Ghost Bites (Barloworld | Capital Appreciation | Ethos Capital | Fairvest | Tsogo Sun)

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Another difficult year for Barloworld (JSE: BAW)

Revenue and profits have decreased

As a reminder, Barloworld is currently under offer from a consortium of investors that includes the CEO. There are two competition approvals outstanding in Africa before the offer becomes unconditional. The longstop date to meet the conditions has been extended to 11 December 2025. Thus far, acceptances have been received from holders of 41.1% of the shares in Barloworld, which would take the consortium and the Barloworld Foundation to a holding of 64.5% assuming all the conditions are met. The offer price is R120.

This means that there are a number of shareholders who are sitting on the fence, waiting for the conditions to be met before deciding whether to accept the offer or not. The underlying numbers at Barloworld continue to deteriorate, so that will no doubt influence the decision. As I’ve opined several times, shareholders should be careful of being too greedy here in this cyclical business. The now defunct Bell Equipment offer (JSE: BEL) is a cautionary tale of how shareholders can be left with egg on their faces if they push too hard.

For the 11 months to August 2025, Barloworld suffered a 10% decline in revenue and 9% decline in group EBITDA. Somehow, despite the drop in revenue, the group managed to increase EBITDA ever so slightly from 11.1% to 11.2%. As for operating margin though, it fell from 8.0% to 7.5%.

Digging deeper, Equipment Southern Africa experienced a 3.9% drop in revenue, or 1.5% in constant currency. Aftersales revenue struggled relative to new sales, leading to EBITDA margin dipping from 11.8% to 10.7%. The order book is up from R2.4 billion to R3.2 billion, which is obviously positive. Another positive is that Bartrac has improved in the second half of the year, although it remains down year-on-year.

Barloworld Mongolia has been the recent source of strength in the group, but the nature of cyclical businesses is that the good times tend to disappear as quickly as they arrived. New sales were under pressure and aftermarket sales did relatively well, with a net decline in revenue of 8.5%. They managed to improve EBITDA margin from 18.8% to 21.2%, although this includes the distortion of an earnout payment in the prior period. The biggest worry by far is the order book, down substantially from $76.8 million to $14.2 million.

In Russia, VT’s revenue fell by 54% and EBITDA declined by 22.5%. This means that margins were up, despite the sharp drop in revenue. All that Barloworld really cares about here is that Russia is profitable and self-sufficient in terms of funding, as that’s the most they can hope for in this geopolitical environment.

Moving on to the Consumer Industries side, Ingrain saw revenue decline by 2.1% and EBITDA drop by 9.9%. With EBITDA of R635 million, Ingrain is definitely big enough that its negative performance impacts the group numbers.

Net debt in the group has increased by R1.9 billion to R5.4 billion. They are still happy with the overall flexibility on the balance sheet.

Full year results are due for release on 17 November.


Capital Appreciation’s Dariel Solutions acquisition missed its earn-out target by a long way (JSE: CTA)

At least the deal is cheaper than expected for Capital Appreciation

In acquisitions, it’s very common to see an earn-out payment. In South Africa, you’ll often hear this referred to as an agterskot. This gives protection to the buyer of an asset by deferring some of the payment for the business until certain profit targets have been met. This is because the valuation of businesses is easy to get wrong and forecasts are uncertain, especially in private companies. An earn-out is a way to remove much of the valuation risk, as the eventual value of the deal gets adjusted based on the actual earnings achieved. An acquisition without an earn-out should be seen as a bright red flag, as it means that the buyer is asleep at the wheel and isn’t negotiating hard enough for protections.

Capital Appreciation’s acquisition of Dariel Solutions in 2023 included a significant deferred payment linked to a profit warranty target. The target was R62.2 million EBITDA for the 24 months from April 2023 to March 2025. As we know, the software business at Capital Appreciation is struggling, with Dariel only managing EBITDA of R34.9 million (or 56% of the target).

Some earn-out structures are all-or-nothing for the seller, like flicking a switch, which should obviously be avoided by sellers as far as possible. This deal allowed for a adjustment to the earn-out payment based on the percentage of the target achieved (think of a dimmer switch vs. on/off), so the sellers are receiving R14.2 million in cash and shares worth R13.9 million, a total of just over R28 million. The maximum amount had the earn-out target been met was R45.9 million.

This was a fair outcome for all involved and a good example of how earn-outs should be structured.


Ethos Capital has enjoyed a sharp increase in the NAV (JSE: EPE)

Optasia is the key asset

Ethos Capital has released results for the year ended June 2025. They enjoyed an increase in the adjusted net asset value per share (which excludes the unbundled Brait shares) of 30.2%. Shareholders have done even better, as the discount to NAV has closed significantly over the past year.

The largest and thus most important asset is Optasia, contributing over 50% of the portfolio value. Optasia’s EBITDA increased by 55%, with useful contributions coming in from other assets like Vertice, Primedia and e4. There were some wins in the listed portfolio as well, like the Brait exchangeable bonds and the MTN Zakhele Futhi stake.

The unbundling of the Brait exchangeable bonds is expected to take place in November 2025, so that’s another step towards value realisation for shareholders in Ethos Capital.

It’s easy to forget that Ethos Capital has an investment in TymeBank that comprises 5% of the fund’s total assets. When they are done with the unbundling of the exchangeable bonds, that proportion will be slightly higher.

As a final comment, then a company has been unbundling assets, remember that just looking at a share price chart doesn’t tell the full story. To calculate the total return, you would need to take into account the value of the assets that were unbundled to shareholders and therefore no longer reflected in the share price.


Fairvest’s portfolio might not be glamorous, but it absolutely gets the job done (JSE: FTA | JSE: FTB)

Fairvest B shareholders are having a great year

Fairvest has released a pre-close update for the year ending September 2025. The highlight is that they expect to exceed the upper end of guided growth in the distribution per B share of 8% to 10%. The B shares represent the residual profits after the A shares (a lower-risk profile for investors) have been serviced. In other words, Fairvest is doing well at the moment.

The portfolio is skewed heavily towards the lower-income demographic opportunity in South Africa, which just so happens to be a great source of growth at the moment. 70.9% of Fairvest’s revenue is from the retail portfolio, with 18.2% from office and 10.9% from industrial. Importantly, the entire portfolio is skewed towards Gauteng, which means it reflects the traditional centres of economic power in South Africa rather than the recent trend towards the Western Cape.

Interestingly, recent acquisitions have been focused on the coastal areas, but especially in KwaZulu-Natal. They’ve been buying up retail centres on a yield of around 9.8%.

Another particularly interesting deal is the investment of R486 million in Onepath Investments, which provides fibre internet infrastructure in townships. This is very much a play on improving and learning more about the communities around Fairvest’s properties. These communities are valuable to the retail tenants, as Fairvest achieved positive rental reversions of 4.6% in the retail portfolio in the period under review.

Here’s another interesting nugget: the office portfolio also managed positive rental reversions! The reversion of 4.7% is softer than the 6.9% we saw in the interim period, but that’s still much better than many other funds are managing at the moment. The industrial portfolio was even better, with positive reversions of 8.1%.

Fairvest’s balance sheet is expected to achieve a loan-to-value of below 30% by the end of September, with fixed debt of over 85%. Given the SARB’s clear reluctance to lower rates, that’s probably a good thing.

When you look at these numbers, it’s no surprise that both of Fairvest’s equity capital raises during the financial year were oversubscribed. They are clearly getting things right in their portfolio at the moment.

If you look at Fairvest, be careful with whether you’re looking at the A shares (aimed at investors who are looking for inflation protection and nothing more) or the B shares (the residual profits). The B shares have been outperforming the A shares, indicating that recent times have been good:


Some good news for Tsogo Sun at last (JSE: TSG)

The development of a casino in Somerset West can go ahead

The recent news for the casino companies has been negative to say the least. The shift in consumer behaviour towards online gambling (and sports betting) has been a disaster for the casino groups, leaving them with expensive and underutilised fixed assets.

The Western Cape is a particular anomaly actually. The only casino anywhere near the Cape Town metropole is GrandWest, yet the results of Grand Parade Investments (JSE: GPI) the other day confirmed that even GrandWest isn’t avoiding the disruption that is plaguing the industry.

I’m not sure what will turn the tide here, but Tsogo Sun is finally going to be allowed to have a go at developing a casino in the Somerset West area. The Western Cape Gambling and Racing Board has approved the move of The Caledon casino licence to Somerset West, which means that Tsogo Sun can invest in brand new gaming and hospitality facilities. It’s not exactly high-stakes poker at the V&A, but it’s something.

With everything they’ve learnt about the shift in consumer preferences, I’ll be very interested to see what route Tsogo Sun takes here with the new facility. It feels like it needs to be heavier on entertainment and lighter on slot machines. Time will tell.


Nibbles:

  • Director dealings:
    • The CEO of Choppies (JSE: CHP) bought shares worth R17.7 million and a key exec bought a small number of shares for around R10k.
    • The CEO of Sirius Real Estate (JSE: SRE) sold shares held in his own name worth R11.4 million and an associated trust sold shares worth R500k. In addition to this, a senior executive sold shares worth over R4.5 million.
    • The CEO of Pan African Resources (JSE: PAN) has further reduced his stake, selling shares worth R4 million and closing a long CFD position for a profit on the trade of R2.8 million.
    • Des de Beer bought shares in Lighthouse Properties (JSE: LTE) for R5 million.
    • A director of OUTsurance (JSE: OUT) sold shares worth R102k.
  • Visual International Holdings (JSE: VIS), a penny stock in every sense of the word with a share price of R0.03, released a trading statement for the year ended August 2025. The headline loss per share was 0.21 cents, which is actually an improvement vs. the headline loss per share of 0.93 cents in the comparable period.
  • There’s just about no liquidity in the stock of Rex Trueform (JSE: RTO) and parent company African and Overseas Enterprises (JSE: AOO), so I’ll just mention their results down here. For the year ended June, Rex Trueform saw revenue dip by 1.9% and gross profit margin increase substantially, which means operating profit jumped by 127.4% an HEPS came in much higher at 129 cents vs. 37.5 cents in the prior period. HEPS at African and Overseas Enterprises was up 77% to 110 cents.
  • Telemasters (JSE: TLM) is another name in the “no liquidity” bucket, with many days where there is no trade at all in the shares. For the year ended June 2025, the company saw an increase in HEPS of 58.82% to 1.08 cents.
  • For those interested in the debt markets, NEPI Rockcastle (JSE: NRP) has priced a €500 million green bond maturing in 2033. It was heavily oversubscribed, with orders of over €4 billion from more than 200 investors. With a 3.785% fixed coupon, the issue price was 99.353% (in other words, the market priced it very close to the fixed coupon). The company will use the proceeds to fund the 2026 and 2027 bonds currently being repurchased from the market, with the residual being used for green projects.
  • MultiChoice (JSE: MCG) announced that a number of executives, as well as the trust holding shares for future equity awards to staff, sold shares to Canal+ as part of the R125 per share deal.
  • There’s a change to the board at Astoria (JSE: ARA), with Piet Viljoen resigning as a non-executive director to pursue other personal and business interests.
  • MC Mining (JSE: MCZ) announced that Christine He, currently the interim Managing Director and CEO, has been appointed to the role on a permanent basis.
  • Choppies (JSE: CHP) had to set the record straight on SENS regarding inaccurate reporting across various media publications. Choppies South Africa has sold a portfolio of retail stores, but that South African entity has nothing whatsoever to do with the Botswana listed entity anymore. Choppies as a listed entity sold its South African operations in 2019.

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.

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

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KAL Group via its wholly owned subsidiary Agrimark Operations, has entered into an agreement with Agriplas Holdings, an investment holding company owned by Sana Partners Fund 2, to dispose of Agriplas ltd and the Stikland property on which the Agriplas manufacturing facility is based. The disposal forms part of KAL’s strategy to exit its non-core manufacturing operations and to focus its resources on its retail and ancillary offering. The purchase consideration for the sale equity is R155 million while the purchase consideration for the property is R67,5 million. KAL will use the proceeds to reduce debt and strengthen the balance sheet for future investment opportunities.

Mustek has acquired a 51% stake in Business AI, a local startup for R7 million. Business AI specialises in building a dedicated business-to-business marketplace for artificial intelligence. It will provide enterprises with a single, trusted environment to access vetted AI vendors, products, platforms, solution providers and data centres.

MultiChoice and Canal+ have released an updated timetable in respect of the implementation of the mandatory offer. The offer closes on 10 October 2025 with the results due to be published on 14 October 2025.

Local integrated digital identity and e-KYC platform Contactable, has secured US$13,5 million in new capital from a round led by Venture Capitalworks along with co-investors including Fireball Capital, Ke Nako Capital and MAVOVO. The investment will be used to accelerate its African expansion strategy and to commercialise its next generation of technologies.

South African fintech company Street Wallet has announced the acquisition of Digitip, a local startup enabling informal workers to receive digital tips. The acquisition, financial details of which were not disclosed, expands the company’s footprint into KZN and underscores its broader strategy of embedding informal workers into the digital economy financial ecosystem.

Black-owned Shingai Itai consortium led by Shingai Retail Investments, is to acquire the Jwayelani chain from Choppies Supermarkets South Africa. The acquirers aim to relaunch the supermarkets as a neighbourhood discount chain while creating a food platform for black-owned producers, farmers and suppliers.

Weekly corporate finance activity by SA exchange-listed companies

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In the release of its financials for the year ended 30 June 2025, Remgro reported it had, during September, sold its entire stake in British American Tobacco (1,252,712 BAT shares at an average price of R967.18 per share) for a gross consideration of R1,21 billion. Shareholders will receive a special dividend of 200 cents per share with the R1,41 billion declared out of income reserves.

Capital Appreciation will trade under its new name Araxi and share code AXX from commencement of trade on Wednesday 1 October 2025.

As previously reported, Sebeta did not release its results for the year ended March 2025 on 29 August 2025 citing a delay in the technical review of the Inzalo Capital transactions. The auditors are now finalising the necessary consultations required to enable them to express an audit opinion on the results which are now expected to be released by 15 October 2025.

Pan African Resources plc expects to move the trading of its shares from AIM to the Main Market of the LSE in late October. The admission remains subject to the approval by the Financial Conduct Authority.

This week the following companies announced the repurchase of shares:

South32 continued with its US$200 million repurchase programme announced in August 2024. The shares will be repurchased over the period 12 September 2025 to 11 September 2026. This week 382,991 shares were repurchased for an aggregate cost of A$1 million.

The purpose of Bytes Technology’s share repurchase programme, of up to a maximum aggregate consideration of £25 million, is to reduce Bytes’ share capital. This week 550,000 shares were repurchased at an average price per share of £3.94 for an aggregate £2,17 million.

Glencore plc’s current share buy-back programme plans to acquire shares of an aggregate value of up to US$1 billion. The shares will be repurchased on the LSE, BATS, Chi-X and Aquis exchanges and is expected to be completed in February 2026. This week 8 million shares were repurchased at an average price of 3.09 per share for an aggregate £24,77 million.

In May 2025 Tharisa plc announced it would undertake a repurchase programme of up to US$5 million. Shares have been trading at a significant discount, having been negatively impacted by the global commodity pricing environment, geo-political events and market volatility. Over the period 15 to 19 September 2025, the company repurchased 2,988 shares at an average price of R21.88 on the JSE and 5,000 shares at 92.70 pence per share on the LSE.

In May 2025, British American Tobacco plc extended its share buyback programme by a further £200 million, taking the total amount to be repurchased by 31 December 2025 to £1,1 billion. The extended programme is being funded using the net proceeds of the block trade of shares in ITC to institutional investors. This week the company repurchased a further 621,894 shares at an average price of £39.96 per share for an aggregate £24,84 million.

During the period 5 to 19 September 2025, Prosus repurchased a further 2,067,689 Prosus shares for an aggregate €115,6 million and Naspers, a further 132,635 Naspers shares for a total consideration of R794,59 million.

Three companies issued profit warnings this week: Renergen, Gemfields and Visual International.

During the week one company issued or withdrew a cautionary notice:
ArcelorMittal South Africa.

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

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Enegex Limited announced that it has entered into binding agreements to acquire Famien Resources – which holds a portfolio of prospective 100%-owned gold exploration projects in Côte d’Ivoire. The portfolio includes seven granted exploration permits and four permit applications, covering an area of more than 3,700km². The Gogo and Tougbe permits represent the most advanced exploration projects within the portfolio and will be the focus of initial exploration efforts, with reconnaissance drill programmes expected to commence in the coming months.

Wildcat Petroleum Plc has terminated all discussions relating to the signing of a Memorandum of Understanding for the acquisition of 100% of Wildcat Gold & Mining Trading & Multi Activities Company based in Sudan due to rebel activity in the area.

Nigerian asset management company, Royal Exchange Plc, received notification that Nexamont Company had acquired 1,770,499,535 shares (approximately 21.4%) in the company. The value of the transaction was not disclosed. At the closing share price of ₦2.04, the deal would have been valued at ₦3,6 billion. Nexamont has made no official statement detailing any future plans for Royal Exchange.

Tanzanian agritech, MazaoHub has closed a US$2 million oversubscribed seed round, comprised of $1.5 million in equity led by Catalyst Fund with participation from Nordic Impact Fund, Mercy Corps Ventures, elea Foundation, Impacc, and DOB Equity, and $500,000 in non-dilutive capital from the Livelihood Impact Fund. The new capital will be used to accelerate production of MazaoHub’s low-cost soil kits and sensors, expand their network of Farmer Excellence Centres, and finance the rollout of CropSupply.com, which began piloting earlier this year.

Yango Ventures has made an undisclosed investment in Kenyan fintech platform, Zanifu. The platform offers digital inventory financing to small retailers who are typically excluded from formal credit systems due to lack of collateral, structured accounting records, or asset-based guarantees.

Savannah Energy EA has signed an agreement to acquire Norfund’s stake in a portfolio of hydropower assets for up to US$65,4 million. The assets include an indirect 13.6% interest in the operating 255 MW Bujagali run-of-river hydropower plant in Uganda; an indirect 12.3% interest in the 361 MW Mpatamanga hydropower development project in Malawi; and an indirect 9.8% interest in the 206 MW Ruzizi III hydropower development project spanning Burundi, the Democratic Republic of the Congo and Rwanda.

ARC Ride, a leading electric mobility company in Kenya, has secured a commitment of up to US$10 million in senior secured debt from Mirova. The transaction is Mirova Gigaton Fund’s first Electric Vehicles (EV) investment in sub-Saharan Africa, supporting the large-scale deployment of electric two-wheelers (E2Ws) and battery-swapping infrastructure in Kenya. The $10 million facility is designed to fund over 600 battery-swapping cabinets and 25,000 batteries, structured as senior secured debt with a five-year tenor.

Nigerian e-waste recycling company, Hinckley E-Waste Recycling, has secured a strategic equity investment of US$1,5 million from impact investment company, All On. The investment will enable Hinckley to establish state-of-the-art Lithium-ion Battery Recycling and Reuse as well as Used Lead Acid Battery Recycling facilities, the first of their kind in Nigeria. These facilities will address the growing global demand for solar batteries and the urgent need to manage electronic waste sustainably.

Navigating the challenges of renewable asset valuation

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Merger and acquisition (M&A) activity in the renewable energy sector is growing, but precise asset valuation is essential for successful investing.

Valuing renewable energy assets requires analytical rigour and qualitative insight. A structured approach – as well as an in-depth understanding of key value drivers in renewables – is required to establish an informed view of project cash flows, ancillary revenues and optimisation potential. A tailored valuation approach that aligns with specific investor risk appetite is essential to avoid mispricing and ensure the long-term success of renewable energy investments.

Renewable energy investments offer stable, long-term returns, hedge against fossil fuel volatility, and enhance environmental, social and governance (ESG) credentials. Investor interest in the sector continues to grow, driving increased capital inflows and investment activity. As a result, M&A activity in the sector is accelerating, fuelled by capital recycling, as well as new investors and alternative pools of capital entering the sector. In South Africa, M&A activity in renewable energy is gaining momentum as companies seek to diversify portfolios and scale operating capacity amid grid constraints and project delays, positioning acquisitions as a strategic route to meet clean energy targets.

Renewable investments typically fall into two categories: operational assets and development pipelines. Valuing operational assets carries less risk, as these projects are supported by established power purchase agreements (PPAs) and underpinned by predictable cash flows. These assets are typically valued using discounted cash flow (DCF) analysis, applying an equity discount rate aligned with the asset’s risk profile.

Development pipelines, by contrast, generally comprise pre-financial close projects that are not yet operational and carry varying degrees of risk. The likelihood of a development project reaching financial close is primarily determined by its stage in the lifecycle, and the strength of its underlying fundamentals, such as technical feasibility, permitting status, offtake certainty, location, and grid access. The valuation of development pipelines is complex, and highly sensitive to the market dynamics that drive key inputs.

The DCF methodology is the primary valuation approach for operational and under construction assets. It projects future cash flows, covering revenue, operating expenses, working capital, finance costs, taxes and capital expenditure, and discounts these cash flows to present value using an equity discount rate aligned with the asset’s risk profile. For operational utility-scale renewable assets in South Africa, the ZAR-denominated cost of equity typically falls in the low teens.

When valuing vertically integrated Independent Power Producers (IPPs), additional complexities arise beyond standalone project valuation. Intragroup cash flows from Operations and Maintenance (O&M), EPC, asset management, and development fees (typically costs at the SPV level, but revenues at the HoldCo or AssetCo level) must be carefully assessed. Valuing an integrated platform on a sum-of-the-parts basis is essential to accurately reflect its component contributions, with profit margins validated through due diligence and by comparing against relevant market benchmarks. Crucially, different owners may be able to extract different levels of valuation upside, meaning the same asset could hold fundamentally different value depending on the investor’s strategic positioning, capabilities, and operational synergies.

Market-based approaches like EV/EBITDA or ZAR per megawatt of generation capacity offer valuation benchmarks to cross-check DCF results. However, they may overlook nuances in the local market, such as regulation or grid constraints.

Valuing development assets requires a tailored approach, as each stage – from early concept to near financial close – carries distinct risks that call for stage-specific discounting and probability adjustments. Grouping projects by key milestones (e.g. grid connection or permitting) provides a practical framework for assessing pipeline value. Development premiums vary based on factors such as technology, location, grid access, and whether the project is acquired as a standalone asset or as part of an integrated IPP group with a project pipeline.

Debt refinancing can unlock valuation upside. Projects that are performing and exceeding modelled benchmarks often qualify for upsized facilities, enabling incremental debt to support dividend recapitalisations. Additional value levers associated with debt refinancing include lower interest rate margins, reserve releases, and extended tenors. Refinancing REIPPPP project debt requires DMRE approval, which is typically contingent on a gain-share mechanism where part of the refinancing benefit is shared with Eskom through a tariff reduction mechanism.

Including post-PPA cash flows in a project valuation requires a thorough assessment of life extension capex. Financial projections must incorporate an appropriate level of annual maintenance expenditure to prevent major component failures, maximise plant availability, and extend the asset’s operational life. When determining appropriate post-PPA tariffs, it’s important to consider the broader shift from long-term fixed pricing to market-based pricing dynamics. This transition will expose projects to real-time electricity prices and increase revenue volatility, underscoring the need for tariff assumptions that are grounded in robust market analysis.

For onshore wind, life extension capex (like blade repairs, bolt replacements and foundation checks) should be weighed against the higher cost-option of repowering, although the repowering alternative will substantially enhance performance, capacity and output.

In the case of utility-scale solar PV, life extension often means replacing inverters, motors, and/or trackers. A cost-benefit analysis should determine whether panel replacement or refurbishment delivers more value on a net present value basis.

Battery Energy Storage System (BESS) retrofits can enhance grid integration and unlock value through load shifting, namely storing excess energy for discharge during peak pricing. A BESS solution will also reduce clipping losses by capturing surplus DC power that would otherwise be wasted, helping to maximise yield and the overall performance of a solar PV plant.

Beyond financial metrics, human capital is a critical value driver in renewable energy platforms. Expertise across development, permitting, grid connection, structuring and financing can materially enhance platform value, as skilled teams convert pipelines into operational assets, optimise performance, and oversee all aspects of plant operations.

In South Africa’s congested grid environment, where competition for sites is fierce, greenfield developments face mounting competition and uncertainty. This dynamic is driving M&A activity in the sector, as it is increasingly viewed as a strategic pathway to scale operational megawatts. In addition, M&A can facilitate portfolio diversification and balance risk by combining cash-generative operational assets with high-growth pipelines to improve capital efficiency and reduce earnings volatility.

Valuing renewable energy assets is a complex and highly technical process that demands specialised experience and deep domain knowledge. As a result, there is a heightened risk of mispricing and overpaying for assets. Engaging an experienced adviser when evaluating a renewable energy M&A transaction is a sound strategic decision.

Willem Du Toit is Senior Vice President, Advisory, Investment Banking | Standard Bank CIB

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

Virtual Assets Regulation in Southern Africa: a regional comparative analysis

The digital revolution is reshaping the global financial landscape, with virtual assets emerging as a powerful force in how financial transactions are conducted. Also referred to as digital assets or crypto assets, virtual assets represent digital representations of value that are fundamentally transforming the financial sector.

In Africa, this transformation is particularly significant. The continent is well-positioned to harness fintech solutions to improve financial inclusion and expand access to essential services. Digital payments offer clear advantages, such as safety, convenience, cost-efficiency and transparency.

Southern Africa offers a compelling case study of how various jurisdictions are responding to the rise of virtual assets. Webber Wentzel (South African firm), in collaboration with its relationship firms in Botswana (Bookbinder Business Law), Namibia (Engling, Stritter and Partners), Eswatini (Waring Attorneys), Zimbabwe (Scanlen and Holderness) and Mozambique (ABCC), has put together a comparative analysis, exploring the regulatory landscape, to understand how virtual assets are being defined, regulated and integrated into the financial system.

While there is broad recognition across the region of the importance of virtual assets, definitions differ notably from country to country.

South Africa refers to virtual assets as ‘crypto assets’, describing them as digital representations of value not issued by a central bank, capable of being traded, transferred or stored electronically. These assets are used for payments, investments and other utilities, typically secured using cryptographic techniques, and based on distributed ledger technology (DLT). Crypto assets are not legal tender and do not qualify as money in South Africa.

Botswana adopts a comprehensive definition that includes any digital representation of value that can be digitally traded or transferred, used for payment or investment, or distributed through DLT. However, it explicitly excludes digital representations of legal tender and securities regulated under its Securities Act.

Namibia’s approach is closely aligned with regional standards, defining virtual assets as digital representations of value that can be transferred, stored or traded electronically using DLT. It similarly excludes fiat currencies and regulated securities.

Zimbabwe takes a different path by treating virtual assets as a type of security under its Securities and Exchange Act, while also referencing the FATF definition.

Mozambique opts for a straightforward definition, identifying virtual assets as digital representations of value that can be stored, traded or transferred digitally, and used for payments or investments.

The region presents a mix of regulatory maturity. South Africa, Botswana, Namibia and Mozambique have implemented clear regulatory frameworks for virtual assets. Eswatini has yet to introduce specific legislation, though its 2024 Anti-Money Laundering and Counter-Terrorism Act mandates that supervisory authorities establish frameworks for regulating virtual asset service providers (VASPs).

Zimbabwe occupies a more transitional space. While virtual assets are not yet comprehensively regulated, the Securities and Exchange Act and supporting regulations apply, with the Financial Intelligence Unit (FIU) playing a key role in shaping future frameworks.

Each jurisdiction has taken a distinct legislative approach. South Africa regulates crypto assets under the Financial Advisory and Intermediary Services Act, with the Financial Sector Conduct Authority (FSCA) responsible for enforcement, and its Financial Intelligence Centre taking responsibility for the anti-money laundering supervision and enforcement.

Botswana has enacted the Virtual Assets Act No. 3 of 2022, with oversight provided by the Non-Bank Financial Institutions Regulatory Authority (NBFIRA).

Namibia has introduced one of the most detailed frameworks through the Virtual Assets Act No. 10 of 2023, supported by a suite of rules covering advertising, capital requirements, client disclosure, custody of client assets, cybersecurity, risk management and more. The Bank of Namibia is the designated regulator.

Mozambique relies on a combination of notices and laws, including Notice No. 4/GBM/2023, dated 14 September, on VASP registration and anti-money laundering regulations, all enforced by the Bank of Mozambique.

Licensing is required in most jurisdictions, though the structure and complexity vary.

  • South Africa requires a Financial Services Provider (FSP) licence.
  • Botswana mandates a Virtual Asset Business (VAB) licence.
  • Namibia offers six distinct licence types, ranging from token issuance to custody, wallet services and advisory roles.
  • Eswatini requires VASPs to obtain a licence under the AML legislation.
  • Mozambique requires VASPs to register with the central bank.

Rules around physical presence also vary. Botswana and Namibia require licensed entities to maintain a physical presence. South Africa, Eswatini and Zimbabwe do not impose such requirements. Mozambique falls somewhere in between, requiring foreign VASPs to comply with local registration and compliance obligations without mandating physical presence.

  • South Africa mandates that crypto asset FSPs maintain sufficient financial resources to meet liabilities as they arise.
  • Botswana requires VAB licence holders to maintain liquid assets equal to half of estimated gross operating costs for the following 12 months, plus base capital as determined by NBFIRA.
  • Namibia sets the most detailed requirements, with minimum capital thresholds ranging from basic working capital to NAD 2.7 million for marketplace operators.

No jurisdiction in this analysis imposes local ownership requirements on VASPs. However, changes in ownership typically require regulatory approval, particularly where significant shareholding is involved. All regulated jurisdictions impose ‘fit and proper’ standards on shareholders and directors to ensure appropriate levels of competence, integrity and professional conduct.

A consistent feature across the region is the classification of VASPs as accountable institutions under anti-money laundering laws. This requires them to register with financial intelligence units and implement compliance frameworks covering customer due diligence, suspicious transaction reporting, and measures to combat money laundering, terrorist financing and proliferation financing.

Southern Africa is steadily developing a cohesive regulatory environment for virtual assets. While countries are at different stages of regulatory maturity, there is a clear trend toward comprehensive oversight that balances innovation with consumer protection and financial stability.

South Africa, Botswana, Namibia and Mozambique have made notable progress, while Eswatini and Zimbabwe are laying the groundwork for future regulation. The emphasis on anti-money laundering compliance across the board reflects a shared regional commitment to safeguarding financial systems while enabling technological advancement.

As the virtual asset ecosystem evolves, regulatory convergence across the region is likely, particularly around best practices and international standards. This emerging regulatory clarity is positioning Southern Africa as a promising environment for the responsible development and adoption of virtual assets.

Lerato Lamola is a Partner | Webber Wentzel, Tebogo Mapitse a Partner | Bookbinder Business Law, Nawala Kamati a Partner | Engling, Stritter & Partners, Joseph Waring a Partner | Waring Attorneys, Nellie Tiyago a Partner | Scalen & Holderness and Oldivanda Bacar a Partner | ABCC

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

Ghost Stories #73: STADIO – A bright future for students and shareholders

STADIO Holdings is enjoying excellent support in the market for its strategy, evidenced by a strong share price performance in a year when the shine has come off many SA Inc. stocks.

This begs the question: how are they getting it right?

CEO Chris Vorster and CFO Ishak Kula joined me on this podcast to talk about not just the recent performance, but also the major growth drivers that underpin the medium-term targets. The discussion includes insights into:

  • STADIO’s core DNA and the principles that guide the business.
  • The importance of communication with the market, including on financial targets.
  • Key focus areas of institutional investors based on discussions at recent roadshows and conferences.
  • Developments in the underlying business in areas like the Durbanville Campus and AFDA.
  • The broader strategy around the road to being recognised as a university.
  • The value of AI in the business and other shared services.
  • The medium-term goals for student growth, margins and return on equity.

My thanks to STADIO for valuing the Ghost Mail audience and recognising the importance of sharing this level of insight with the retail investor base.

Please note that this podcast is brought to you by STADIO Holdings. The goal is to give you further insights into the strategy and business model based on recent company announcements. I crafted the questions myself, without any influence from the business. Please note that as always, nothing new here is financial advice and you should not interpret this podcast as an endorsement of the company. Instead use it as part of your broader research process in your portfolio and be sure to refer to STADIO’s announcements and reports for more information.

Listen to the podcast here:

Transcript:

The Finance Ghost: Welcome to this episode of the Ghost Stories Podcast. I always get really excited to speak to management teams of listed companies who value the platform and who want to bring their insights to this podcast and come and talk to us about their results. So much of this stuff tends to happen at conferences and we’ve seen some of that recently, obviously, and that’s a really important way to speak to institutional investors, roadshows, all of the rest. It’s lovely to see management teams taking the opportunity to actually come and speak to a retail investor audience.

So, we are here today with STADIO. That is CEO Chris Vorster and CFO Ishak Kula. Thank you so much for joining me on this podcast, for coming back after we did one about six months ago, more or less, your last set of numbers.  It’s lovely to get to follow through and just that consistency of messaging, I guess. And when we last spoke in April, you were trading at around R7 a share. STADIO is now at over R10 a share. So that’s a nice chart to go and print out on your wall! The share price when I looked, was up almost 50% year to date and let’s not forget this has been against the backdrop of the shine very much coming off the GNU exuberance. There’s been a lot of broader noise in the education sector. Not all of which is relevant to you, of course, with the STADIO model, but all of those VAT changes, obviously the developments at Curro as the entity STADIO used to be part of many years ago, and a geopolitical hornet’s nest of note, globally. So what a year and here you are almost 50% up!

So Chris, Ishak, thank you so much and I’m sure you had a grand old time telling the story at the conference this past week because that’s a nice story to tell.

Chris Vorster: Yes, good morning Ghost and from our side again, thank you so much for the opportunity to come and share the STADIO story with you again. Definitely as you indicated, it’s been quite a good year again for us at STADIO. I mentioned at one of the conferences that the STADIO train is well on track and it’s full steam running ahead, delivering another solid set of interim results for the first 6 months ending the end of June.

The question that one might ask oneself is why do we see such great interest coming from investors at this point in time? And I think the open and transparent communication that we had from day one, I think must play an effect. We try to communicate both our strategy and purpose very clearly to investors and I think over time we’ve managed to do so, really focusing on the three things, what we call our DNA. But the three things that we based all our decisions on in the business is the WWS, standing for Widening access, giving more people opportunity to access quality higher education, which is important.  Then really inviting industry (World of Work) into our institutions and align with it that makes sure you stay relevant as an institution, that your graduates are also employable because they actually have the skills that are needed by these employers that need to employ them. And then Supporting our students to be successful with their studies  There’s no sense in just giving everybody access, but they then all fall away over the three-year period of a degree programme. So it’s really making sure that you give them the necessary support to be successful in their study. That I think was critical for our business.

And then also to really make sure that you communicate your targets clearly to the investor community – we’ve always given feedback on how we track on our pre-listing statement. We’ve ticked all the boxes so far, which I think gives them a lot of surety. And then also communicate our next targets and every time we have the opportunity to then engage is we give them feedback on how we’re progressing towards that. And then lastly, I think also from an investor’s point of view, a lot of our investors are actually supporting us that it’s not just an investment opportunity, but it is also an investment to the betterment of the country, which I think carries a lot of weight. One can see the role and the effect of a STADIO and what it can have in the future on our country if we roll out quality education, people that are employable, it will make a huge difference to the country. So I think those are the things that excites us as an institution. But I think our investors are also appreciating.

The Finance Ghost: Absolutely. Chris, you’ve touched on a lot there and I think an important concept that comes through – and sometimes people forget this – is that the share price performance is actually just the end result of a lot of good business decisions and strategies and how you actually run the business. I think anyone who’s been in the market for any length of time knows that the share price itself is an unpredictable thing. Lots of external factors. You can’t control that. It’s obviously lovely when it looks the way it does. Some years might be flat through no fault of your own but you’ve gotta just keep doing the right stuff at company level.

So thank you for touching on I think some of the core DNA at STADIO and just some of the – I agree with you – I think consistency of communication with the market is a huge part of giving investors comfort over what they are actually buying. Ishak I’m going to bring you in here because I’m sure at the conference you were asked lots of interesting financial questions and I’m sure the two of you were asked lots of interesting questions – I kind of want to tap into some of the top of mind stuff before we dig into some of the questions that I’ve got around the company specifically. So what were some of the major things that you found came up in the roadshow discussions on the numbers, but also not necessarily on the numbers? There might be some stuff that Chris wants to add, but Ishak let’s bring you in here.

Ishak Kula: Ghost, good morning, thank you for hosting us. Really good to be here. I think invariably, looking at the track record Ghost, one of the questions I think Chris and I always get is well, how big is this runway, right? How long does it last? And we answer it by saying, well, how long is a piece of string? No, I’m just kidding.

I think strategically, the business has been positioned looking at our growth pillars to invest in a number of new programmes that have been enrolled in the business and institution, particularly in STADIO Higher Education over the last number of years. And we believe that the growth that we’ve seen in the last two years in particular, that those programmes Ghost, still have a lot of runway before they reach maturity. So on the backdrop of that, we believe there’s a lot of growth still to come and therefore our investor community can certainly look forward to, I think some continued strength, particularly in the growth story of STADIO Higher Education. I think that’s the one big theme that’s always come through.

If we look at the broader education landscape, coupled with what I’ve just said, public universities continue to limit the intake. There’s a ceiling to their ability to take in new students, and no doubt we continue to be the beneficiaries of that. And in saying that, of course, it needs to be backed by good quality product. There’s no good just having the infrastructure and the capability, but you need to make sure that you deliver it at both the right price point, as well as with good quality and we believe the institution has put a lot of hard work into those elements to be able to capture a broader market opportunity because we continue to be well priced and to deliver a good product.

So that’s thematically, I think one of the key things that came out in the discussions and while we continue to believe that the institution is well positioned for growth going forward.

Chris Vorster:  Let me add to what Ishak said.  I think firstly, the STADIO story is very well received. We get very good vibes back from the investor community, but it’s always the question, so what’s new for next year? What are those growth indicators? What can we expect to see coming from STADIO in 2026?

So maybe if I add and trying not to repeat what Ishak said, obviously for us 2026 is a big year, especially in the STADIO Higher Education and AFDA brand.

STADIO Higher Education, it’s the opening of our big and long-awaited Durbanville Campus, which would be a comprehensive campus – will host seven of our faculties and will open with we anticipate more than 1,000 students, so that that is a big thing in our world for next year, really creating a lot of excitement.

And then for me also personally, is to see new life in the AFDA brand again after it has been showing very muted and low growth over the last few years.  Next year we will see the opening of Hatfield, there in Pretoria campus for AFDA and we think that is also a development that can shift the needle in that AFDA business.  Eight new programmes coming for 2026, again giving a lot of runway. We start new programmes with only a first-year intake and then after three years, you would really see the impact of those new programs that you launch as they then get filled in the 2nd and the 3rd year. So it becomes quite exponential going forward.

Another exciting thing to mention, in 2026 we will offer 100 accredited programmes in the group. So that was the magic number to get to offer potential students, 100 different accredited programmes to register.

And then more exciting news, we’ve secured property for expansion also in the Eastern Cape area where we will look at renovating the current building that’s there during the ‘26 academic year, to open aggressively then in the Eastern Cape also in 2027.

I think those are the big things that we shared with investors regarding the ‘26 academic year.

The Finance Ghost:  That is very interesting. The Eastern Cape does not come up too often as a growth prospect in South Africa, so that’s quite cool to see. I guess that goes to one of the Ws that you mentioned early on about Widening access. So that’s a very interesting strategy that you’re following there, quite keen to see how that plays out.

It sounds to me like a lot of the questions that came from the roadshow were the sort of things that typically get asked to a business that’s just doing really well. How long can you keep growing for?  How long can this carry on for? These are nice questions to be asked. It’s definitely not a case of how do you survive or how do you catch your competitor? Or some of the things that businesses get asked when they’re really on the back foot – I think at the moment STADIO is firmly on the front foot, so well done for that.

And you’ve also raised the point there on that Durbanville campus and all the different faculties. I did notice in your earnings presentation that pretty much all your campuses now are what you refer to as multi-school campuses. That is something we talked about earlier this year, which is a little bit around the student experience, getting closer to the sort of traditional university experience versus being maybe a niche college which I think is interesting because that’s a very clever way to compete with the public universities over time. I studied at Wits, so that’s the experience that I had was the public university with all its pros and cons, great experience overall. But yeah, as you say, there are not enough universities in South Africa and you’ve got this kind of growth runway. And the closer you can get to that kind of experience, I think the better.

You’ve made a recent executive appointments in that space as well. Maybe let’s talk a little bit about that and your journey to being that sort of university competitor in the traditional sense. Give us the latest there.

Chris Vorster:  Yes, definitely. We took the very bold decision back in 2020 actually, to move away from your typical traditional private higher education institution operating from an office block somewhere in town and the central CBD areas, to say, let’s position ourselves to be an alternative for a typical but small public university and that then led to the big Centurion campus in Gauteng. And also then now for the one in Durbanville, but also we expanded in Durban where we also have a footprint, making sure that we can offer that holistic offering for students. When we acquired the brands, a lot of the brands that we’ve acquired back in 2018, 2017, were all the single faculty institutions. So typically you will see at one of our buildings back then, we will offer for example only education. So that limits you as a business tremendously in the sense that you don’t have a bouquet of product to offer and by bringing more product to those campuses, you obviously then open yourself up for exponential, faster growth. So we’ve done all of that, and also built on our faculty range, our programme range, making sure that we cover the full NQF meaning from bridging higher certificate programs all the way up to PhD.

In the variety of faculties, we’ve really expanded on our community engagement activities as well as in research and building research capacity. So you can see that we are already acting as a university. We are putting all the structures in place to become a university. And we took a further step to really go and appoint a leader in the current public university space. Somebody that really understands the university dynamics, the landscape, not just locally but also internationally and that led to the appointment of Dr. Stan du Plessis, the former COO of Stellenbosch University. Stan is settling in very nicely here at STADIO. We are very, very excited. He will then lead our biggest institution, which is STADIO Higher Education, the one that we are positioning to become the university and to compete with your big publics. Stan comes with all that experience, all the contacts nationally and internationally.

So yes, we’re very, very excited in that appointment and then we believe, when legislation makes it possible for us to apply for university status with our current academic leadership and with the addition of Stan, we would be in a very good position to qualify for university status.

Ishak Kula:  Chris, if I may just add to that.  Ghost, I think to your question to comments just around the student experience, I can attest it being new in Higher Education, Chris, and that bold decision we took to continue to invest in a bit of contact learning.

Ghost to when I joined in January ‘24, we went to our Centurion campus – life was busy but not quite this busy, right? So you sit back and you think, wow, we’re not quite there with student experience, right, if you had to be honest. But I can tell you – what a dramatically different picture in ‘25 we’ve seen obviously on the back of really good growth in the contact learning space, unbelievable student life coming to that campus and Centurion in particular. So I think that’s what also makes us tremendously excited and hence the strategy to put down these comprehensive multi-school, multi-faculty campuses, it brings the business to life.

Really exciting, we also moved our school of fashion students from Randburg and Hatfield to that Centurion campus. And it’s amazing to see the different dynamic between the different students also playing a role and therefore I think just linked to that growth story, Ghost, that’s why we’re so excited about our Durbanville campus. We bring a lot of product, we’re excited about the number of students hopefully we can have in our first year to really make a big difference in in the Western Cape as well.

The Finance Ghost:  Yeah, that’s fantastic. I mean, that student life is a big part of the appeal. Try not to put any of the sports clubs underneath the exam venue like I suffered through at Wits. I will never forget writing a financial accounting paper while listening to 99 Red Balloons on repeat downstairs and a whole bunch of people having a billion times more fun than I was having in that FinAcc paper. But anyway, that’s my pro tip for the day.

Maybe moving on from the campus-level life and hopefully the lack of red balloons, or at least in the wrong place, and looking a little bit at the head office and the shared services and some of the opportunities you’ve then got to actually drive efficiencies through the business, no surprise to see that AI did come up in the presentation. I think that’s basically a prerequisite right now – although I’ve got to say I’m starting to use AI more and more in my research process, I think at this point if you’re really hitting your head against AI and saying no, I’m not touching this thing, I think you are missing the boat quite substantially, I’ll be honest. So I’m glad to see that it is something you are looking at as well.

How do you balance that technology opportunity against that in-person experience? I guess that’s one part of the question, that’s maybe your customer-facing piece. But then just also further back, what kind of layer of shared services can you deliver across all these different campuses because that’s got to be part of the investment case here as well, I would think?

Chris Vorster:  On the shared services side I think there’s still a lot to do. But if one looks over what we’ve achieved since 2020, a great lot of efficiencies are starting to show how we use shared services more productively. But there is still a lot of runway for us there and that also led to the appointment of a dedicated focused CIO to look at all our business processes, to look at all our touch points with students and how we can use technology to enhance and improve the experience. So I’m very happy that we will now have dedicated focus on that and we should even see more efficiencies coming through down the line.

AI. also, we’re one of only a few institutions in the country that really embraced it and we went so far to incorporate it in our teaching and learning offering, so it’s part of the curriculum. We made it part of our assessments, meaning some of the assessments learners are actually allowed to use AI, obviously not in all the assessment tasks, but we feel that if you’re going to send out a graduate not fluent in using AI, it’s actually not good enough. One must produce and make your students are aware of all the tools out there and making them more efficient, so we definitely embrace that. There’s still a lot of talk and debate on the ethical side of it and how to do it to still support the whole learning process, but I think we’re one of the leaders in this regard, our academic leadership being involved and invited, not just locally but also internationally to share best practice and also to share our experiences. So, we’re very excited in this space. I think that’s the way to go, actually, if you look at AI is to embrace it and to get your learners up to speed in using it.

The Finance Ghost:  I always think it’s like a calculator, none of us are running around trying to use an abacus. It’s a completely ridiculous concept we all using calculators. We’re all using Excel. Could technically do the hard yards, but why? And I think that’s where AI is such a good tool. And while we were talking now when you were talking about the university thing, I like to test Copilot and see how often it gets it right. So I just asked it: does legislation allow for STADIO to be a university? And it’s just a perfect answer – currently registered with the Department of Higher Education and Training. There are accreditations, but South African legislation does not currently allow private institutions to call themselves universities. And STADIO said that once legislation changes, you’ll apply for private university status. Perfect answer, pretty much, out of Copilot. That’s pretty good. I think this tool is there and it’s good to see that you’re embracing it.

It’s not perfect, AI definitely is not perfect. I’ve had some howlers returned to me by Google.  One of my favourite things to ask Google actually is, who is the Finance Ghost? I do it like once a week for an absolute laugh and it gives me a different answer every week and it does it with so much conviction. This week it pointed out that it was Neil Schreuder who works at Shoprite. He’s like their Head of Innovation and it was convinced, like flat out, The Finance Ghost is Neil Schreuder. Bang. Not even guessing. So yes, AI’s gotta be treated with caution, but I think that there’s a great opportunity there and it’s nice to see that you are using it and obviously the shared services layer coming through over time as well is very valuable.

I think that maybe let’s look at some of the drivers of the numbers in the business and I think this is important to help investors understand what it is that they’re actually looking at, at the end of the day. So the nice thing in tertiary education is that unlike in primary and secondary education, student numbers do not seem to be a big challenge for you. The birth rate issue that is plaguing primary schools at the moment is many, many, many years away for STADIO, and I think there’s a lot of good reasons why it would still be OK even then.  We don’t need to try and forecast what happens 20 years from now. It’s hard enough to forecast a few years ahead. And at the moment it looks like student number growth is pretty good. I think I saw a forecast or a goal I guess of 8% annual growth over the next few years. You can just confirm that for us. And then maybe in light of student numbers as the top of the funnel and the ultimate driver of revenue, what are some of the other things that you think about? What are some of the levers that you can pull when you’re actually trying to get revenue right? Pricing, managing volumes, I guess, maybe revenue mix? Ishak probably one for you to take us through how it all filters down into profits for shareholders at the end of the day.

Ishak Kula:  Yeah, correct Ghost. I think you set the scene quite nicely. Maybe just as a backdrop, remembering that our strategic and stated objective is to have 80% of our students in the distance learning mode of delivery over time and 20% in the contact learning mode of delivery. At the half year, we were about 14% in the contact learning mode of delivery and 86% in a distance learning mode of delivery. And correct, your 8% annual growth rate is correct. We currently at the end of August – we were close to the 54,000 / 55,000 thousand student mark. Our stated objective was always to reach 56,000 students at the end of 2026. So we believe that is on track, with getting to 80,000 students by 2030. So there’s a long road for us and lots of hardwork and lots of plans going into making that happen.

Ghost, correct, if we think of our student intake, I think we’ve been fortunate with good student intake, which ultimately drives the revenue number. But on one of our strategic levers that we pull, definitely the fact that we are heavy distance learning, right, and in the distance learning mode of delivery, we generally have higher operating leverage, where in contact learning you have a sort of stepped-fixed-cost-base model. The beauty of, I think, where we are as an institution so to speak, in this J-Curve, is that in the contact learning mode of delivery because of the fact that we’ve put down so much infrastructure already, we’ve got ample capacity to grow into that sphere, which means a lot of upfront costs have already been deployed. And therefore, although there will still be some costs to come, the beauty is as we see good growth in contact learning, we believe that can open up margins quite nicely in the contact learning mode.

In the distance learning mode of delivery, again there you don’t have incremental costs when you sign up new students, but of course you need to make sure you support your students well in the distance learning mode of delivery. But certainly you have high operating leverage and therefore when we think of price point particularly and price increases in line with our stated objective of widening access, we want to keep our price increases as low as we practically can so that we open up the opportunity for people out there whilst allowing us to reinvest in our margins. And I think that’s a big lever that we have as an institution. And doing that sensibly, given where we are from a growth perspective is quite crucial and features heavily in our strategy going forward.

The Finance Ghost :  Yeah, I think what’s super interesting with STADIO, I was thinking about it now while you were talking, you’ve got one piece of the business that is almost Netflix-platform economics. You have to go and create content and then the users will come. You can sell that piece of content, that course, a zillion times or 10 times – you had to spend the same amount to actually put that course together. That’s obviously the J-Curve that you’re talking to there. If anyone is not too familiar with how the J-Curve works, go and actually do the research on that. Just keep the letter J in mind. And you’re very much on the right track. It’s that sort of downward slope that is the initial difficult high investment phase. And then that up to the moon as they like to say in the pandemic, when the markets were going crazy. To the moon it goes, hopefully, when you get lots and lots of students coming through the door and then those profits really just start to drop to the bottom line.

And then your more in-person, university model is almost airline economics. It’s quite high fixed costs, but once you’ve covered them then the incremental value of additional students is fantastic. That extra person being there is just almost all profits, which is very much airline economics.

So it’s a lovely combination. And I think it sounds like it’s pretty promising for margins. That’s been part of the story over the past few years. There’s actually a great chart in your investor presentation that shows that revenue is up 104% since 2020, core headline earnings up 209% since 2020. So that’s just leverage coming through, that’s just leverage in the model. You could probably give that to one of your finance lecturers as a case study for leverage and efficiency, so well done.

It sounds like some of that trend around margins could well continue. I mean, do you have an idea in mind in terms of margin expansion targets or a steady-state margin? Is there any more information you can share or that you’d be allowed to share around can people just expect this margin story to continue that expansion?

Chris Vorster:  So Ghost, we communicated I think a couple of years ago already that we believe a sustainable good margin for a business of this size and also wanting to produce a quality product at an affordable price would be from 30% EBITDA margins and a little bit upwards from there. We are super excited that we’ve reached that milestone now in this first half of 2025, which we’re very excited about. So there’s definitely potential to grow. But as Ishak indicated, as your numbers increase, there are costs in supporting learners to be successful with their studies. We must just always keep that in mind.

Ishak Kula:  Chris, I think you’ve said it well, Ghost, we see an opportunity for enhancement, but in saying that we want to keep our product’s stated objective at a very affordable price, right? So, we definitely see ourselves reinvesting some of that almost operating leverage through giving up some price increases, certainly where it makes sense to do so, and therefore you can definitely see it accreting north of the 30%, would probably be what I say. But it’s kind of how steep is that curve and how quickly do we move? And that’s part of the strategy we as an organisation think about quite long and hard. But for now, I think the 30.6% we achieved at the half year, certainly the stated objective we achieved and very proud of.

The Finance Ghost:  Alright, thanks. That is additional useful information on the business, appreciate that. And it certainly seems like there’s some good reasons to believe that margins can keep expanding, but there are practical ceilings to these things as you’ve correctly pointed out there, people should always keep that in mind as well. I think maybe just to understand the business a little bit better for investors looking at it, just in terms of seasonality inside STADIO, that basically means when you’re looking at the interim results versus the final results, just to help investors, is there something they should be careful of from a seasonality perspective? What should they look out for as they look to understand the numbers?

Ishak Kula:  Yeah, Ghost, thank you. Most certainly. I think we always caution our investor base to remember that semester 2 is not semester 1, multiplied by 2 right for the full year, because our business is staggered across both the contact learning mode of delivery and distance learning mode of delivery. Your contact learners enrol for the full year. Your distance learners you re-register for semester 2. That’s the one reason you can’t expect it to be semester 1 multiplied by 2. And then the other reason is many people take up studies in semester 1, right? So we see many of our students that enrol in semester 1 and given the flexibility of our offering that has been positioned this way, many of them would take a break, right, in semester 2 or even, let’s say if they’ve taken 3 or 4 modules in semester 1, they only take 1 in semester 2 and that is allowing them to balance their own personal lives, both from a finance perspective and workload perspective. I always say that’s quite an important factor in our business and has been the same in the past.

The Finance Ghost:  I think there’s also a great message in there just around the importance of what you do, because I think it’s an incredibly privileged position for the few who finish high school and they go straight to university and they can have the four-year student life and it’s all lekker and they come out with a great qualification and off they go. There’s a very tiny percentage of people who are so lucky to be able to do that.

For a lot of people, they don’t have the funds, they don’t have the ability to do that, they have to go and start working and then they have to try and you know – those who want to try and better themselves and study while working and families, I have mad respect for people who push themselves forward like that. What you’re saying there makes sense. Life gets in the way. Sometimes people can only do it for half a year. They’ve gotta wait till they have the funds for the next one, etc.

I guess there’s also just natural drop off. It’s “new year, new me” –  I’m gonna register for something. And by the time we get to June, July, there’s no more “new year new me” anymore, I’m tired. It’s the same problem they have at gyms, except that gym I think it starts from February, so that’s good to understand about the seasonality. Thank you.

I think maybe let’s bring it home. Just looking out to, I guess 2030, you’ve got a targeted return on equity you’d like to get up to around 20%.  I’m sure you’d like to get higher, but it’s good to have realistic target. The overall message I’m hearing is things are good, margins look promising, you are investing in the core business. There’s some really exciting stuff coming. The mix in the business looks good. I guess the final question from a capital allocation perspective is then what is the sort of the latest thinking on your on your capital investment programme and is there any updated thinking on that ROE? Or is it very much still the case of by 2030, you reckon that 20% could be the target.

Ishak Kula:  Ghost, thank you. If we look at the capital allocation strategy, it remains the same. We believe that we’re still in a high growth phase and we’ll continue to invest into major capital projects that are sensible to us, that will support the growth of which one is Durbanville as we are all aware. Ghost, you would see  we communicated that we actually accelerated the building there. We’re going to be spending and bringing forward the initial planned phase two earlier, that was much planned much later. We’ve moved that forward. So we’re going to be spending a total capex number there of about R325 million. We expect that entire project, including phase two to be concluded in Q3 2026. So that’s our big capital project there.

And quite excitingly, there’s other capital projects that’s in the pipeline where we’ve seen really good growth. I think Chris alluded to earlier around the Eastern Cape, we see good opportunity there to invest a bit more, and although we won’t own that campus, it will be a lease. We’ll still invest heavily there to make that a bespoke offering that lives our brand. So you can certainly continue to see in the short- to medium-term the continued capital allocation around perhaps infrastructure and technology which is our big opportunities there.

But balancing that with our shareholders return, which was a stated objective we believe at 20% that we communicated in ROE, remains intact. As an institution, we believe we’ll achieve that in the next five years.

The Finance Ghost:  Yeah, fantastic. I guess just on a personal note, I always love seeing South African companies doing things in South Africa, growing in a piece of the market that they understand, not getting distracted by weird stuff, not trying to blame the macro for all the reasons why they can’t do stuff. And yes, I think there have been some very helpful tailwinds for you in terms of the business model, but I also think you’ve risen to the opportunity those tailwinds bring and that’s a big part of it. So well done, it’s just been nice to see another set of solid numbers, clearly a positive story coming through.

I guess as we bring this to a close, Chris, any final words from you in terms of a final message maybe that you want to leave with investors listening to this podcast?

Chris Vorster:  Yes, thank you Ghost. We’ve positioned the business very well. I think where we are currently, we’re in a solid position, and that gives us the opportunity to really look at exciting growth opportunities.  Let me say we’re not going to hastily just run into new markets and new ventures, but I think we’ve reached the point where we can see a gear shift coming in ‘26 going forward for the institution based on how we positioned the business up to now. We really have an opportunity to look at accelerated growth going forward beyond ’26 / ‘27.

The Finance Ghost:  Yeah. Fantastic. Congratulations, Chris, Ishak thank you for your time. I hope we’ll do another one of these, maybe your next set of numbers? It’ll be great to keep tracking how STADIO is doing. But thank you so much, and particularly for just giving your time to the Ghost Mail audience, the investor base there, I know they really appreciate it, so do I.

And yeah, just all the best. You’ve got a very busy, very, very busy few months ahead, some exciting stuff coming next year, all the best for that.

Chris Vorster:  Thank you very much.

Ishak Kula:  Thank you.

Ghost Bites (Burstone | Gemfields | Grand Parade | Remgro)

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Fee revenue is now 14% of earnings at Burstone (JSE: BTN)

The focus on building property fund platforms is clearly visible – but they need more growth

In the property sector, Burstone is following a business model that differentiates it from almost every other REIT you’ll find on the JSE. Instead of focusing on direct ownership of property, or indirect ownership via global partners, Burstone is building a fund management platform that makes use of that most wonderful concept that investment bankers love: Other People’s Money. Given Burstone’s prior links to Investec, it’s not surprising that they understand return on capital!

The benefit of this approach is that Burstone can earn property management fees in addition to a return on its own capital, which can juice up ROE (return on equity) over time. That’s the theory, at least. At this stage, Burstone has a gross asset value of R43 billion, of which R24 billion is third-party assets under management. Notably, 68% of the gross asset value is offshore.

In a pre-close update for the six months to September 2025, Burstone notes that the South African portfolio is good for like-for-like net operating income growth of 4% to 5%. On the investment income side, Europe is flat year-on-year while Australia is expected to grow “substantially” because of their asset management strategy in that market that has grown assets by 7%.

Speaking of asset management, fee revenue is now 14% of earnings, up from 8.5% in the comparable period. There’s been a lot of progress for Burstone in its international market in this regard, with plans still in place to build a similar South African platform. They are working with a “cornerstone institutional investor” in this space and final approvals are pending.

But here’s the catch: all of these efforts have only resulted in distributable earnings growth of 2% for the interim period, which is at the lower end of group guidance. They attribute this to slower capital deployment during the period as well as a major business failure in the South African industrial sector that has obviously affected their rental income. They can at least maintain the dividend payout ratio at 90%, so dividends per share will increase by 2%.

Digging deeper into the South African portfolio reveals like-for-like net operating income growth in the retail sector of between 8% and 10%, with the Zevenwacht Mall as a particular highlight. Importantly, the office portfolio is expected to grow by 3%, with negative reversions of -15% vs. -21.1% in the comparable period. The industrial portfolio was the unfortunate disappointment, with like-for-like net operating income down 5% thanks to the aforementioned business failure.

Burstone’s share price hasn’t exactly been a happy story, dropping 13% over the past 12 months. It’s tempting to suggest that the strength of the rand is a factor here, but the reality is that the rand has actually weakened against the euro over the past year and is only marginally better against the Australian dollar. We therefore have to assume that at a time when many of the local REITs are putting out strong growth numbers, the market isn’t particularly thrilled with the low growth at Burstone despite all the progress being made in building the platforms.


“Nature is no supermarket” at Gemfields – therein lies the risk and the opportunity (JSE: GML)

For the six months to June, the company swung into a loss

If you consider what has happened to the natural diamond market, then it’s sensible to question why the same can’t happen to rubies and emeralds. There are a few reasons why I think Gemfields is safer from disruption than De Beers.

Firstly, there’s no social pressure to buy rubies and emeralds. The problem for diamonds is that the major driver of purchases is engagements, which are happening later and later these days due to affordability. An alternative product that makes it easier to get engaged while respecting traditions and societal expectations can only be a winner.

Secondly, rubies and emeralds are valuable because of their imperfections, not despite them. The storytelling angle of these unique stones being created by nature falls over very quickly if you make them in a lab. For diamonds, clarity and perfection are highly valued – characteristics that are easier to achieve in a lab.

Of course, this doesn’t mean that Gemfields isn’t facing other risks. Aside from the usual stuff when you operate in Africa (like governments doing tax grabs and the ever-present risk of political violence), there are major supply and demand considerations in the underlying emerald and ruby markets. On top of this, the brilliant “nature isn’t a supermarket” quote in the CEO commentary is a reminder that the grade of rubies and emeralds is unpredictable, so the quality of what they get out the ground changes each period.

The six months to June 2025 puts these risks in the spotlight, with Montepuez Ruby Mining suffering a decrease in the production of premium rubies and Kagem Mining having halted its emerald mining operations at the end of 2024 to respond to oversupply in the market. Kagem only reopened two production points in May 2025.

As you might expect, the impact on revenue was hideous. Total auction revenue from rubies and emeralds approximately halved year-on-year, with some encouraging recent auction results for shareholders to hang their hats on.

When combined with the extensive recent capex programme, this is why the company desperately needed a $30 million rights issue in June 2025. They’ve also managed to sell Fabergé for $50 million in August, of which $44.7 million has already been received.

Things need to improve quickly, as the loss for the six months was $24.6 million. The recent cash injections into the business won’t last long at this rate. There’s all to play for in the second half, including the commissioning of the second processing plant in the rubies business.


Traditional gaming assets (especially SunWest) drag Grand Parade lower (JSE: GPL)

As we’ve seen across the board, casino assets are struggling

The shine has really come off the casino industry in the post-COVID era. The pandemic forced people to find online sources of entertainment and many have never looked back, choosing alternatives like sports betting rather than going and sitting at the casino. That’s great news for the online operators and terrible for the owners of traditional casinos, which are large and expensive things to operate. With heavy fixed costs comes operating leverage, which means that a drop in revenue has an amplified impact on profits.

This is visible at Grand Parade Investments, where HEPS fell by 20% for the year ended June 2025 to 15.42 cents. They’ve decided not to pay a final dividend, so that’s also a bearish signal.

If you dig into the numbers, the main reason for the drop is a 15% decrease in Gaming revenue, with the investments in SunWest (primarily GrandWest – the biggest asset) down 20% and Sun Slots (almost as big) down 5%. To add to this, central costs were 17% higher, so the net impact on headline earnings from continuing operations was a drop of 25%.

Oddly, the Worcester casino has actually seen a far less severe year-on-year move, with revenue down 2.7% and EBITDA increasing from a very small base to R6.9 million. It’s a tiny asset vs. SunWest and Sun Slots, but it’s still interesting to see the resilience of revenue vs. SunWest where revenue fell by around 12%.

In terms of the outlook, the company is looking at Historical Horseracing, a segment that is apparently growing in the US by simulating horse races using actual past races. I truly cannot imagine a world in which people would rather bet on old horse races than on live sport, but I’m definitely not the target market for any of this stuff (sports betting included). My view is that the casino assets are in terminal decline, so I guess these companies need to look for growth wherever they can.


Mid-teens NAV per share growth at Remgro (JSE: REM)

Improvement at Heineken Beverages is an important part of the story

Remgro released results for the year ended June 2025. The company always tries to put the focus on HEPS for some reason, even though the market clearly cares more about the intrinsic net asset value (NAV) per share.

In case you needed any further evidence of this, HEPS was up by 38.4% in the past year and the NAV was up 16.5%. The share price is up 14.8%. Clearly, the valuation metric that matters is the discount to NAV, not the Price/Earnings multiple that uses HEPS. And yet, Remgro insists on HEPS being the hill that they will die on.

Of course, the trend in HEPS at the underlying portfolio companies is a major factor in their valuations, so the concepts are not completely divorced from each other. Remgro is enjoying positive momentum in Mediclinic, OUTsurance, Rainbow Chicken and RCL Foods, as well as Heineken Beverages which has been a massive headache since the Distell deal.

Mediclinic is no longer separately listed, so it’s worth digging a bit deeper into that story. One of the challenges being faced by the business is the difficult operating environment in Switzerland, where margins are being squeezed. Despite this, the management team has managed to achieve 5% growth in group revenue and 9% growth in adjusted EBITDA, so the Swiss challenges aren’t enough to offset the improvements made elsewhere.

Heineken Beverages also deserves further commentary, with a headline loss of R50 million in this period vs. a loss of R573 million in the prior period. There’s a big difference between positive momentum and a positive overall story. There are some significant non-cash costs in these numbers, without which the business would’ve recorded a profit of R90 million. Capevin has now also become a hangover of the Distell deal rather than a positive story, with a loss of R3 million vs. a profit of R79 million in the prior year. Aside from major changes to the underlying product distribution strategy, Capevin is suffering with a declining global spirits market.

Also on the negative side, TotalEnergies Marketing suffered a substantial negative stock revaluation. Energy businesses can be highly volatile things.

I think it’s worth highlighting that Dark Fibre Africa could only manage revenue growth of 1.5%. Vodacom (JSE: VOD) has fought so hard for the deal to combine its fibre business with that of Remgro, so hopefully growth will pick up in future thanks to that deal.

Another useful driver of earnings in this period was the much lower cost of corporate actions vs. the prior year. Remgro also reduced their finance costs through making changes to the balance sheet, specifically the redemption of preference shares.

Due to having excess cash on the balance sheet, Remgro has declared a special dividend of 200 cents per share. And no, I cannot for the life of me tell you why they’ve gone that route instead of more share buybacks when the shares are trading at a deep discount to the NAV per share.


Nibbles:

  • Director dealings:
    • A non-executive director of Momentum (JSE: MTM) bought shares worth R2.5 million.
    • An associate of Des de Beer has bought another R218k worth of shares in Lighthouse Properties (JSE: LTE).
  • ASP Isotopes (JSE: ISO) has confirmed that subsidiary Quantum Leap Energy recently became a controlling shareholder of Skyline Builders Group, which is listed on the Nasdaq with the ticker $SKBL. There were various steps in this dance, as there are two different classes of shares in Skyline. With all said and done, Quantum Leap Energy (and thus ASP Isotopes) has control of 79.14% of votes in Skyline. The CEO of ASP Isotopes has also invested in his personal capacity in Skyline. ASP plans to use Skyline as a platform to make acquisitions in the critical materials supply chain.
  • Accelerate Property Fund (JSE: APF) will take every win they can at the moment, especially when the win takes the form of putting more cash on the balance sheet and reducing overall risk. The latest news is that the company has settled an insurance claim for business interruption insurance, which means they will receive R82.5 million. They might have gotten more if they fought it harder, but it’s not worth it to take that risk. This is a very helpful injection of cash, although nothing would help more than the Portside disposal circular going out and that deal closing!
  • Rex Trueform (JSE: RTO) and African and Overseas Enterprises (JSE: AOO) aren’t the most liquid stocks around, so I’ll just give their trading statements a passing mention. They get bundled together as they are a group of companies. Rex Trueform expects HEPS for the year ended June 2025 to be up by more than 100%, coming in at 129 cents per share. African and Overseas Enterprises also expects a move of more than 100%, coming in at 110 cents per share. The reason they can both be so precise is that they’ve released the trading statements literally one business day before results are coming out. Again, trading statements just aren’t taken seriously enough by companies like these.
  • Pan African Resources (JSE: PAN) has given the market an update on the planned move from the AIM to the London Main Market. It looks like this move will happen at the end of October. The importance of this corporate action is that it should increase Pan African Resources’ visibility in the UK market and make it viable for more institutional investors to hold the stock.
  • Sebata Holdings (JSE: SEB) has updated on the market on the timing of the publication of results for the year ended March 2025. They expect to release results by 15 October.

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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