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The holding company discount

Sum-of-the-parts value and the case for structural change

When the wrapper stops working. Why South African investment holding companies persistently trade below intrinsic value, and what portfolio concentration, conglomerate dynamics and structural change reveal.

A valuation puzzle commonly discussed in the South African corporate finance context – the discount to net asset value – is real, but not uniform. Apply it broadly across all listed companies and the argument becomes imprecise. The discount that is most structurally persistent sits specifically with listed investment holding companies: the gap between their market capitalization and the sum-of-the-parts (SOTP) value of their underlying portfolios. Unlike a straightforward undervaluation, this discount is not a market error; it reflects investor scepticism about the cost and efficiency of the holding company wrapper itself, although there have been exceptions (notably the PSG Group, approximately 10 years ago). That gap, and what drives it, is the subject of this article.

So obvious to retail investors?
An investment holding company offers investors exposure to a portfolio of assets through a single listed security. In theory, the wrapper should trade at or near the aggregate value of its constituent parts. In practice, it rarely does, and the reasons are not always clear. Generally, investors price the holding company at a discount to compensate for capital gains tax (CGT) leakage on asset disposals executed inside the vehicle, the incremental income tax drag on investment returns flowing through the structure, and corporate overhead costs at the centre – which the market views sceptically unless the holding company can clearly demonstrate that the value of its strategic oversight and capital allocation capability outweighs those costs. The risk that management’s decisions at the group level may not align with what shareholders would choose to do themselves adds a further discount. Where the portfolio consists largely of other listed entities, this cost is particularly transparent: investors can see exactly what each position is worth at any moment, making the drag of the wrapper immediately quantifiable. Listed South African investment holding companies have historically traded at SOTP discounts that have proven persistent across market cycles, as demonstrated by Remgro, Sabvest, Zeder and, before its restructuring, PSG Group. The last decade has seen this scenario play out with most investment holding companies.

The holding company discount is not static; it widens materially as portfolio concentration increases. When a holding company is genuinely diversified, investors are paying for access to a portfolio across multiple sectors and risk profiles that would be difficult to replicate individually. That diversification premium partially offsets the structural drag. But when one investment grows to represent 50%, 60% or more of total SOTP, that argument collapses. Investors are no longer paying for a portfolio – they are paying a fee to own a leveraged, less-liquid proxy for a single underlying asset. The wrapper has ceased to be a benefit and has become a cost, and the market responds by widening the discount accordingly. The holding company’s traded value drifts further from intrinsic worth, not because the underlying asset has declined, but because the structural justification for the vehicle has eroded.

PSG Group’s restructuring illustrates this dynamic clearly. PSG Group was, for most of its listed life, a genuinely diversified vehicle – comprising financial services, education, food and agri, and private equity – and that diversification justified the structure. It was also the incubator of businesses like Capitec, and a listed entity with reasonable liquidity.

Over time, Capitec grew exponentially until it represented approximately 60% of PSG Group’s SOTP. The diversification rationale had dissolved: for financial services-focused investors, holding PSG Group had become functionally equivalent to an indirect, cost-encumbered stake in Capitec, trading at a persistent 30% to 40% discount despite the excellent capital allocation shown by PSG Group over the years, in terms of diversification. Other smaller investments complicated matters, and brought uncertainty regarding visibility of factors not aligned to financial services. This discount persisted, despite Jannie Mouton – the founder and Chairman who had identified and backed Capitec, PSG Financial Services (formerly PSG Konsult) and Curro long before the market appreciated their value – remaining at the helm of PSG Group. The structural drag of the wrapper proved even stronger than the credibility of one of the country’s most respected capital allocators.

The PSG Group board drew the correct conclusion and, in September 2021, PSG Group unbundled its Capitec stake directly to shareholders as a first step. A broader restructuring followed in 2022, with the remaining investments – PSG Financial Services, Curro, Zeder, KAL Group, CA&S and a portion of its interests in Stadio, among others – similarly distributed to shareholders, and the holding company delisting thereafter. The market’s response to the announcement was immediate: PSG Group’s share price closed a significant portion of its longstanding SOTP discount, confirming that the wrapper had become the obstacle rather than the vehicle. Of course, there may also have been other considerations for the unbundling.

The same dynamic played out, on a larger canvas, at Naspers and its Amsterdam-listed subsidiary, Prosus. Tencent, acquired in 2001 for $34 million, had grown to represent more than 80% of Naspers’ intrinsic value. In 2019, Naspers unbundled its international internet assets into Prosus and listed it on Euronext Amsterdam – a move intended to give the portfolio greater visibility and a broader institutional investor base. The structure, however, introduced new complexity: Prosus traded at a discount to its own SOTP, and Naspers in turn traded at a discount to its c.57% stake in Prosus. Attempts to address the situation through a cross-holding buyback mechanism – under which Prosus used Tencent sale proceeds to repurchase Naspers shares, and Naspers repurchased Prosus shares – provided partial relief, but did not resolve the structural problem.

The lesson has been clear: adding layers does not cure concentration. Genuine value realisation requires either distributing the dominant asset directly to shareholders or redeploying capital at sufficient scale to rebalance the portfolio.

For M&A advisers and capital allocators, the structural SOTP discount creates a persistent opportunity. Two observations are particularly instructive:

  • The signal is not the size of the discount, but its trajectory. A holding company at a stable 25% discount may be in structural equilibrium. One whose discount has expanded from 20% to 40% over 24 months, driven by the concentration of a single subsidiary, is signalling that the wrapper’s rationale has eroded – and that the market has taken notice.
  • Unbundling is frequently more value-accretive than a take-private. Where underlying assets arelisted and liquid, distributing them directly to shareholders avoids the need to find a buyer willingto underwrite full SOTP at a single point in time (applicable where the underlying entity meets therequirements as a standalone business). PSG Group demonstrated that the market would closethe discount organically once the wrapper is removed – no third-party capital was required.

The SOTP discount in South African investment holding companies is a structural feature, not a temporary inefficiency. Its drivers – such as CGT leakage, overhead cost, conglomerate discount and, above all, portfolio concentration – are well understood and consistently priced by the market. The PSG Group/Capitec case was not exceptional; it is instructive. For the right holding company – one with genuine diversification, active capital allocation and a clear shareholder value proposition – the listed structure remains a compelling platform. However, the holding company wrapper has a natural lifespan, and when the conditions that justified its creation no longer hold, structural change is the rational response. Identifying the inflection point ahead of the market remains one of the more consequential judgements in South African corporate finance.

Bhargav Desai and Sibongakonke Kheswa are Corporate Financiers | PSG Capital

Sources:
Anchor Capital (2021). Update on the Naspers/Prosus Discount to NAV. anchorcapital.co.za.
Moneyweb (Mar 2022). PSG to Unbundle its Investments and Delist.
Moneyweb (Apr 2022). PSG Group Bids Farewell with Good Results.
Perpetua Investment Managers (Aug 2025). The Investment Case for Naspers and Prosus. perpetua.co.za.
PSG Group (Mar 2022). SENS Announcement: Proposed Restructuring and Delisting. JSE SENS.

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

The invisible merger

Higher thresholds, high-value start-ups, and the potential blind spot in South African merger control

South Africa’s newly increased merger thresholds are a welcome development, but do they heighten the risk that transactions that are likely to impact competition or the public interest will proceed without being investigated?

Merger thresholds are designed to separate the deals that require regulatory scrutiny from those that should be allowed to proceed without unnecessary examination. The increase in South Africa’s monetary thresholds is a long overdue and welcome development, as they should reduce gratuitous filings, lower transaction costs, and allow the competition authorities to focus their resources on transactions of greater economic impact. However, this increase also sharpens an existing question in South African merger control: what happens when a transaction is potentially harmful to competition in South African markets or the public interest, but not threshold-significant?

Consider a simple example: a large industry incumbent acquires a small but highly innovative South African technology start-up for R250m. The purchase price reflects the value of the target’s software, intellectual property, data, engineering infrastructure, customer pipeline or future competitive potential. However, because the company is at an early stage, it has limited turnover and few assets. Thus, on a conventional threshold analysis, this transaction may not trigger mandatory merger notification. This is the problem of the “invisible merger” – a transaction that is clearly visible to investors, founders and strategic acquirers, but may be less visible to a merger control regime built primarily around turnover and asset values.

The increased thresholds are not, in and of themselves, problematic. To the contrary, they are likely to be welcomed by businesses and advisers involved in ordinary-course M&A, as merger control imposes time, cost and execution risks. The higher thresholds also allow the regulatory authorities to focus on matters more likely to affect markets, consumers, workers, suppliers or broader public interest outcomes. However, turnover and asset thresholds remain proxies, and they are not perfect measures of competitive significance, particularly in sectors where value is increasingly intangible, forward-looking or not yet monetised.

Traditional merger thresholds assume that a firm’s economic significance will be reflected in its turnover or asset value, and this assumption works reasonably well in many mature and well-established sectors. A manufacturing business, retailer or logistics operator will often have revenue, physical assets, employees and market shares that provide a reasonable indication of its commercial importance. The same assumption is less reliable in digital and innovation-driven markets.

A start-up, for instance, may have minimal current revenue, but a competitively significant product. It may have few tangible assets, but important code, patents, data, trade secrets or engineering know-how. It may not yet be profitable, but may have a growing user base or a product that could become a future competitive threat. In that context, the purchase price may say far more about the target’s competitive significance than its historical turnover or accounting assets.

This creates a mismatch between commercial value and merger control visibility. An acquiring firm may be willing to pay a substantial amount precisely because the target gives it access to technology, data, scarce talent, product optionality or a future market position. Yet, if that value does not appear as turnover or recognised assets, the deal may remain below the mandatory notification thresholds.

Notwithstanding what has been conveyed above, these transactions are not entirely beyond the purview of South African merger control. The South African Competition Commission (Commission) may require notification in terms of Section 13(3) of the Competition Act within a period of six months of a transaction being implemented, if it considers that the small merger may substantially prevent or lessen competition or cannot be justified on public interest grounds. Effective from 1 December 2022, the Commission has also issued Guidelines on Small Merger Notification (Guidelines), dealing with circumstances in which it expects to be informed of certain small mergers.

In particular, the Guidelines provide that the Commission must be informed of all small mergers and share acquisitions where the acquiring firm’s turnover or asset value alone exceeds the large merger combined asset/turnover threshold (R9,5bn), and at least one of two target-related criteria is met:

  • The consideration for the acquisition or investment exceeds the target firm asset/turnover threshold for large mergers (R280m); or
  • The acquirer values the target firm at or above the large target threshold.

The guidelines, therefore, do not create a standalone transaction-value filing trigger, as they use transaction value only where the acquiring firm is already sufficiently large by reference to the existing large merger threshold alone, and where the target’s consideration or effective valuation meets the relevant large target threshold.

These Guidelines are not binding, but do indicate that the Commission is alive to the risk of potentially significant acquisitions escaping scrutiny and, in substance, this is South Africa’s workaround. The formal statutory thresholds remain based on turnover and assets, but the small merger framework allows the Commission to look at acquisition consideration and valuation as indicators that a transaction may deserve attention. South Africa has, therefore, not ignored the invisible merger problem but, rather, has adopted a more discretionary and flexible mechanism.

The Common Market for Eastern and Southern Africa (COMESA) serves as a useful comparator because it has adopted a more direct transaction-value-only trigger for “digital” transactions, as opposed to the South African framework, where the thresholds remain central to the analysis.

Under COMESA’s December 2025 merger control reforms, a digital market transaction may be notifiable where the transaction value equals or exceeds US$250m and at least one party operates in two or more Member States, even if the traditional turnover or asset thresholds are not met. In other words, for qualifying digital transactions, COMESA converts transaction value into a jurisdictional gateway in its own right.

The distinction, therefore, is not that South Africa ignores transaction value while COMESA recognises it; South Africa clearly does recognise transaction value, but only within a small merger framework that remains tethered to the ordinary merger thresholds. COMESA goes further by making transaction value an independent basis for notification in certain digital market transactions. Unfortunately, what constitutes a “digital” merger has not been defined.

The comparison raises an important policy question: should South Africa consider a more explicit transaction-value threshold for digital or innovation-driven mergers?

There are arguments on both sides. A transaction-value threshold offers greater certainty. It gives parties a clearer rule and reduces the risk that economically significant transactions escape scrutiny simply because the target has not yet generated material turnover. It is also better aligned with the commercial reality of start-up acquisitions, particularly in the age of artificial intelligence, where valuation may be driven by future potential rather than current revenue.

But there are risks. A transaction-value threshold may over-capture benign transactions, create fictitious valuation disputes, and increase the regulatory burden on start-up exits and investment activity. It may also be difficult to define the relevant category of “digital” or “technology” transactions with sufficient precision. South Africa’s current approach has the advantage of flexibility: the Commission can focus on transactions that appear to raise real concerns without requiring every high-value start-up acquisition to be notified. The difficulty is that flexibility can become uncertainty.

South Africa’s increased merger thresholds are, on balance, a positive development for dealmaking. They should reduce unnecessary filings and allow the competition authorities to focus on transactions that are more likely to affect competition or raise public interest concerns. But they also make it more important to recognise the limits of a threshold regime built around turnover and assets.

In digital and innovation-driven markets, commercial significance may sit in software, data, intellectual property, technical capability, network effects or future competitive potential, rather than in historical revenue or accounting assets. South Africa’s small merger framework provides an important safety net, but it remains a discretionary, threshold-linked mechanism. By contrast, COMESA’s approach shows that another African competition regime has chosen a more direct route by making transaction value an independent trigger for certain digital market mergers.

For now, the practical lesson for dealmakers is that a transaction may fall below the new mandatory notification thresholds, but that does not necessarily mean it falls below the Commission’s radar.

Heather Irvine is a Partner and Nicholas De Decker and Associate | Bowmans

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

Super Group: Strong performance across the portfolio

“This strong performance demonstrates the resilience of our diversified business model and the benefits of maintaining a clear strategic focus in a challenging environment. We continued to gain market share, strengthen our operations and deliver innovative solutions that create value for our customers.”

Peter Mountford, Chief Executive Officer

Note: these results have been provided by Super Group and do not include any commentary by The Finance Ghost. You can refer to the full results here.

KEY HEADLINES:

  • Revenue increased by 6.2% to R45.83 billion
  • EBITDA increased by 15.5% to R4.16 billion
  • Operating profit increased by 26.6% to R2.37 billion
  • Profit before taxation increased by 33.5% to R1.77 billion
  • Headline earnings per share increased by 36.0% to 334.6 cents
  • Earnings per share increased by 30.8% to 336.0 cents
  • Dividend per share 55 cents

Certain numbers in the comparable period have been restated for continuing operations – always refer to the full financials for details

RESULTS COMMENTARY:

Super Group, a leading logistics and mobility business, reported an exceptional financial performance for the 2026 financial year, with significant growth in earnings despite a backdrop of economic uncertainty and geopolitical disruption. The Group continued to strengthen its competitive position, advance its strategic priorities and maintain a disciplined focus on execution and value creation.

Revenue from continuing operations increased by 6.2% to R45.83 billion, driven by solid growth in the Supply Chain and Dealership operations, together with four months of revenue from the newly acquired DIG operations. EBITDA increased by 15.5% to R4.16 billion, while operating profit rose by 26.6% to R2.37 billion. Headline earnings per share from continuing operations increased by 36.0% to 334.6 cents, while earnings per share increased by 30.8% to 336.0 cents.

STRONG PERFORMANCE ACROSS THE PORTFOLIO

The Group’s diversified portfolio delivered encouraging results across its key markets and businesses, supported by continued demand in its industrial and consumer-focused supply chain operations and a solid performance from Fleet Solutions. Spain-based distribution business Ader delivered a stellar performance, supported by strong demand across its home delivery, commercial and logistics customer segments.

The Dealerships division performed well. In South Africa, new vehicle volumes outperformed the NAAMSA dealer market, while continued demand for Asian brands supported the addition of 11 new dealerships during the year. These included the Chery, Geely, GWM, Jetour, Lepas, Omoda, Jaecoo, Mahindra and Tata brands. The Group now includes 31 operations representing emerging Chinese and Indian brands.

In the UK, performance improved substantially, with new vehicle sales significantly outperforming growth in the national passenger vehicle market. Highlighting the growing traction of Chinese brands in this market, Omoda and Jaecoo enjoyed considerable sales growth in the UK passenger market, achieving a combined market share of 4.6% in the first half of the 2026 calendar year, compared to 1.5% in the prior comparable period. Chinese brands accounted for 24.9% of Super Group’s total UK new vehicle sales, up from 15.7% in the prior year.

POSITIONED FOR FURTHER GROWTH

Super Group enters the new financial year with a clear focus on growing earnings. The onboarding of new customers and expansion of service offerings position the Consumer Supply Chain and Fleet Lease businesses for further growth.

In South Africa, the Dealerships business is expected to maintain its momentum, supported by continued expansion of the Group’s portfolio of Chinese and Indian brands. In the UK, further earnings improvement is expected to be supported by sales growth from brands including Omoda, Jaecoo and Chery.

“While remaining mindful of the volatile operating environment, we continue to see meaningful opportunities for growth across the Group. Our priorities remain clear: improve earnings, strengthen operational performance and selectively invest in opportunities capable of delivering satisfactory returns. Super Group continues to build scalable, high-performing businesses across all three divisions, with a clear focus on sustainable long-term growth.”

Peter Mountford, Chief Executive Officer

PBT Holdings moves to secure majority Black Ownership

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PBT Holdings proposes a new Black Economic Empowerment partnership to support long-term growth and client retention

A new R50 million investment in PBT’s core operations, the repurchase of approximately 14% of its shares and a simpler Group structure will help secure stable, long-term majority Black Ownership.

Note: this article has been provided by PBT Holdings and does not include any views by The Finance Ghost

PBT Holdings Limited (“PBT” or “the Company”, and together with its subsidiaries, “the Group”) today announced a proposed transaction designed to protect an important commercial advantage: stable majority Black Ownership. The transaction combines a simpler operating structure, a R50 million investment by TheIntrepid, PBT’s long-term BEE partner, together with participating members of management, and the repurchase and cancellation of approximately 13.8 million PBT shares.

Transaction at a glance

  • The BEE Partnership will invest R50 million of its own capital in PBT Innovation, an unlisted subsidiary of PBT, locked in for at least eight years.
  • Approximately 13.8 million PBT shares, or 14% of issued shares, will be repurchased at R7.50 per share and cancelled.

Transaction rationale

The transaction addresses two strategic priorities. It aligns PBT’s legal structure with the way its businesses operate and establishes a stable, long-term majority Black-owned group. The Board believes both changes will strengthen PBT’s ability to serve clients, pursue new mandates and allocate capital across existing and future specialist technology businesses. PBT has evolved from a single technology business into a group of specialist brands. Aligning the corporate structure with that operating model will give each brand a clearer home, improve accountability and create a simpler platform for future growth.

“For PBT, stable majority Black ownership is directly linked to our ability to compete, retain clients and grow. This transaction will help secure our majority Black-owned status, bring R50 million of partner capital into the operating business and align participating management with long-term performance of the business”

Elizna Read, Chief Executive Officer of PBT Holdings

How the transaction works

First, PBT will consolidate its operating businesses under PBT Innovation Proprietary Limited (“PBT Innovation”), with each of its three core brands, PBT Technology Services, PBT Insurance Technologies and CyberPro Consulting, held in a dedicated pillar.

Existing intercompany loans of approximately R625 million will be refinanced through preference shares issued by PBT Innovation to PBT. This gives the BEE investor a clear operating-company investment while PBT retains the preference-share claim.

Following the internal reorganisation, TheIntrepid PBT Innovation Partnership (the “BEE Partnership”), comprising TheIntrepid, PBT’s long-standing BEE partner, and participating members of PBT management, will subscribe for newly issued ordinary shares representing 30% of PBT Innovation after the subscription. The subscription was priced by applying a reference price of R7.50 to each PBT share in issue, an 8.7% premium to the 30-day volume-weighted average price, and deducting the approximately R625 million preference-share funding owed by PBT Innovation to PBT.

The BEE Partnership will invest R50 million of its own capital in PBT Innovation. This gives the investor meaningful capital at risk and links participating management’s economic interest directly to the long-term performance of the Group’s operating businesses.

From the fifth anniversary until the eighth anniversary of the subscription, the BEE Partnership may require PBT to acquire its PBT Innovation shares in exchange for newly issued PBT shares. The number of shares will be determined using the valuation formula described in the SENS announcement and shareholder circular and will be capped. Any PBT shares received before the eighth anniversary will remain locked in until at least that anniversary.

PBT will use the R50 million subscription proceeds, together with available cash resources, to repurchase approximately 13.8 million PBT shares from existing, predominantly Black shareholders, including certain related parties. The repurchase price is R7.50 per share, the same reference price used for the subscription valuation.

The repurchased shares, representing approximately 14% of PBT’s issued shares, will be cancelled and are expected to largely offset the dilution arising from the transaction.

The Board believes any short-term dilution is outweighed by the expected long-term commercial benefits: protecting PBT’s majority Black Ownership position, supporting client retention and new business development, and aligning participating management with the performance of the operating businesses.

Commercial importance of majority Black Ownership

Majority Black Ownership is a commercial priority for PBT.

Approximately 72% of the Group’s clients operate in financial services, where procurement policies often favour majority Black-Owned service providers. A stable ownership position therefore supports PBT’s ability to retain important client relationships and compete for new work.

Based on information available to the Company under the Modified Flow-Through Principle as at 28 August 2026, approximately 55.0 million Black-owned shares, representing 55.7% of PBT’s issued shares, can be sold freely or will become freely tradable within the next two years. The transaction is designed to replace part of this potentially mobile shareholding with a committed ownership structure secured for at least eight years.

Approvals and next steps

The transaction remains subject to shareholder, regulatory and JSE approvals and other applicable conditions. PBT will publish a shareholder circular containing the full terms and notice of the general meeting in due course. In the interim, please refer to the SENS for more information regarding the transaction.

PBT Holdings is a JSE-listed technology group delivering data and analytics, software engineering and healthcare administration services in South Africa and the United Kingdom. Its three core brands are PBT Technology Services, PBT Insurance Technologies and CyberPro Consulting.

TheIntrepid is a majority Black-Owned and controlled South African alternative investment firm. Its team combines experience across private equity, venture capital, listed markets and principal investing, taking a hands-on approach to supporting scalable businesses and longterm value creation. TheIntrepid has been a long-term shareholder and strategic partner to PBT since 2021.

The top of the economic ladder: a tale of strange businesses

When creative entrepreneurs address wants rather than needs, capitalism can become a lot more colourful

Some businesses don’t need to be explained. A bakery sells bread because people are hungry. A plumber fixes pipes because people would rather not have water on their floor. You never have to look at these kinds of businesses and ask why they exist, because the obvious problem existed first and then the business arrived to solve it. The logic highway is unobstructed. 

And then there are businesses that make you stop and read the description of a product or service twice. Those ones where a challenge seems to have been invented purely so that someone could charge to solve it. These kinds of businesses prompt the same two questions every time: how is this even a thing, and how on earth is someone making money from it?

The short answer is capitalism, and the levels of creativity it can inspire in people who need money to survive (aka all of us). 

Some people collect sightings of rare birds. I prefer to collect sightings of strange businesses. I’ll share a few of my favourites with you in this article – but first I want to explain why we live in a world where these businesses have an opportunity to exist at all. 

What happens when we run out of things to need

In 1998, two writers named Joseph Pine and James Gilmore published an idea in the Harvard Business Review (later expanded into a book) that gives us a useful way to think about economic history. They argued that economies climb a kind of ladder over time, and that each rung sells something less tangible than the one below it.

The bottom rung of the ladder represents commodities, the raw materials of an agrarian economy – things like grain and coffee beans and timber. The next rung up is goods – the physical products that the industrial age learned to manufacture at scale. Above that sits services, where you pay someone to do something for you rather than buying a thing outright. And at the very top sits the experience economy, where what you are really paying for is how something makes you feel, and the memory you walk away with.

Their favourite illustration is the birthday cake. First we had the agrarian version, where you bought flour and eggs and butter as commodities and baked the thing yourself. Then the industrial version, where you bought a boxed cake mix that only required you to add water and stir. Then the service version, where a bakery made the cake for you. And finally the experience version, where you outsource the whole party to a venue that charges a premium and the cake becomes an add-on.

Same occasion, climbing abstraction (and price).

When mass production arrived in the late 19th and early 20th centuries, factories could suddenly make far more of everything than anyone actually needed. The economist Thorstein Veblen (who later lent his name to Veblen goods) was among the first to notice the problem this created for business: how do you stop production from outrunning what the market can profitably absorb?

The scarce resource was no longer the goods, but the desire to buy them.

Welcome to a world in which entrepreneurs create demand rather than address it.

Glitterbombing: revenge, packaged and posted

In January 2015, a 22-year-old Australian named Mathew Carpenter set up a website called Ship Your Enemies Glitter. The pitch was exactly as advertised: you supplied $10 and the address of someone you disliked, and the site posted them a normal-looking envelope designed to spill glitter everywhere the moment it was opened. 

Carpenter’s inspiration for this was the glitter-dusted cards that he received from family and friends on his birthday every year. He hated the way that fallen glitter would work itself into every corner and crevice and become impossible to remove, and he wanted the rest of the world to share his pain.

Carpenter’s site reportedly drew over a million visits and was mentioned across social media hundreds of thousands of times within its first day. It promptly buckled under the traffic. Carpenter, apparently horrified by his own success, publicly begged people to stop buying “this horrible glitter product”, and put the business up for sale on the auction site Flippa. It sold within weeks, reportedly for around $85,000.

The idea was so simple and so impossible to protect that it spawned a small ecosystem of imitators who will gladly package and sell irritation on your behalf. The original site is still trading today under new ownership and still describing itself as the first of its kind. 

Rent-a-Mourner: grief, by the hour

In January 2012, a man named Ian Robertson set up a company in Braintree, Essex, called Rent-a-Mourner. For a fee of around £45, the company would send professional actors to attend a funeral and behave as though they had known the deceased, filling out a thin crowd and lifting the apparent popularity of the person being buried.

The actors were thoroughly briefed beforehand. They were given the story of the deceased, including their achievements and their failures, so they could move among the real mourners and talk with confidence about a person they had never met. Robertson was upfront that the idea was borrowed rather than invented, pointing to long-standing traditions of paid mourning in China and the Middle East, where hired grievers have been part of funeral custom for a very long time. Modern capitalism is often based on taking old ideas to new places.

Within its first year, the company reported taking more than fifty bookings and turning down around sixty more because the funerals were too far away.

Rent-a-Mourner closed in March 2019. The stated reason was not lack of demand – which the company said had actually been climbing – but the difficulty of scaling a business like this across an entire country while keeping prices low. The idea outlived the company, though, and professional mourning in Britain continued afterward on a more informal, freelance footing. 

Digital detox: paying to be separated from the thing you bought

The concept of digital detox didn’t exist when Pine and Gilmore were writing their economic ladder. If it did, they probably would have added a special rung for it, maybe after experiences.

The final rung would represent the antidote to everything the previous economy sold you. Even deprivation can be sold. 

A digital detox is a retreat where you hand over your phone and/or your laptop and spend a stretch of time deliberately unplugged, usually somewhere green and quiet, and for a hefty fee. The emblem of the movement was Camp Grounded, which was founded by Levi Felix through his company Digital Detox in California in 2013. 

Felix wound up in hospital after a period of high-stress overwork. He took time off to travel and recover, and came back convinced that other people needed permission to switch off too. Camp Grounded was the realisation of his vision. It was built to look like the summer camp of your childhood, with a strict no-phones policy, no work talk, no real names, and activities ranging from archery to typewriter workshops to bonfire singalongs. Reports from the mid-2010s put the price of a weekend at $570. Campers came from dozens of states and several countries to pay to have their phones taken away.

The original Camp Grounded went quiet after its founder died. In the meantime, the industry it represented became huge. The wider digital-detox tourism market is now measured in the billions of dollars, with forecasters projecting rapid growth over the coming decade, though the exact figures vary enormously between market-research firms and are best treated as ballpark rather than gospel. An entire, well-funded industry now exists to sell you the experience of spending a few days away from the products that another industry worked very hard to make irresistible.

When life is good, businesses get weird

Revenge pranks by mail, hired grief, a paid holiday from your own phone. None of these businesses sound like they should be able to pay a living wage, nevermind spawn an industry.

But look again at the ladder from the beginning of this piece and they seem less absurd. We live in a system based around the need for endless growth. Having satisfied our genuine needs and then our comfortable wants, entrepreneurs keep climbing into thinner and stranger air. We start to redesign the leftovers of human experience into neatly tiered packages.

Seen that way, Rent-a-Mourner or the digital detox aren’t silly glitches in capitalism. This is capitalism and human creativity doing exactly what it was built to do, having evolved with our shift from needs to wants.

What will the top rung of the ladder dish up next?

About the author: Dominique Olivier

Dominique Olivier uses her love of storytelling and ideation to help brands solve problems.

Her first book, Lessons from Loss, has been published by Penguin Random House.

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.

You can learn more about her work at dominiqueolivier.com and she can be reached on LinkedIn here.

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

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Shoprite announced a strategic move to acquire 100% of Vida e Caffè, South Africa’s largest speciality coffee chain. The transaction, executed via a share-purchase agreement, is part of a broader corporate expansion strategy valued at approximately R1 billion, which also includes Shoprite acquiring a majority stake in the technology and payments firm R&A Cellular. The acquisition remains subject to standard regulatory approvals and is projected to become fully effective during Shoprite’s 2027 financial year.

Discovery’s wholly owned subsidiary, Vitality Group International (VGI), acquired 100% of US-based healthcare services company Icario Holdco. The acquisition strengthens VGI’s position in the government-sponsored health plan market, expanding its scale, member engagement capabilities, product offering and cross-sell opportunities. Financial details were undisclosed.

Nedbank has received approval from the Central Bank of Kenya to acquire c.66% of NCBA Group from NCBA shareholders on a pro-rated basis. The offer remains subject to the fulfilment or waiver of certain conditions specified in the Offer Document.

Mamor Capital Ventures, a black women-led early-stage growth venture capital fund, has reached a R300 million first close for Fund 1. The Public Investment Corporation is the fund’s anchor investor with further commitments from the High Impact Seed Fund of Funds managed by the SA SME Fund, the Technology Innovation Agency and the Small Enterprise Development and Finance Agency. The fund invests in South Africa businesses that are using technology to widen economic participation.

Weekly corporate finance activity by SA exchange-listed companies

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Subsequent to the company’s financial year-end, Bidvest has sold 19,618,825 Adcock Ingram shares and a portion of its investment in Strait Access Technologies. The Group’s shareholding in Adcock dropped from 64.25% to 51%. The R1,8 billion proceeds from the disposals was used to further reduce debt.

A condition precedent to the completion of the merger of Anglo American and Teck Resources was that Anglo declare a special dividend on its ordinary shares in the amount of c.US$4,5 billion. Under the terms of the agreement, the special dividend was to be paid within 30 days of the merger’s effective date, but the parties have now agreed it will be paid within 45 days of the effective date.

Shuka Minerals agreed to the assignment of c.£800,000 of its Gathoni Muchai Investments (GMI) Convertible Loan to four local strategic investors. The restructuring reduces the company’s immediate debt burden and brings in long-term capital backing for its flagship asset. The investors have elected to convert the £796,439 loan into to 19,910,977 new ordinary shares at a conversion price of £0.04 per share – reflecting a 20% premium over the closing price of £0.034 per share on 28 August 2026. RAB Capital has also indicated its intention to convert the £400,000 loan into to 10,491,200 new ordinary shares at a conversion price of £0.04 per share. Following these transactions the outstanding GMI loan will be reduced to £160,000.

Capitec will take a secondary listing on A2X on 7 September 2026. The additional listing is expected to broaden investor access to Capitec’s ordinary shares and also improve the liquidity of the company’s stock.

Cilo Cybin warned shareholders in mid-August that it would not be able to publish its audited annual financial statements for the year ended 31 March 2026 by 28 August. This week the company again reassured its stakeholders that the delay was administrative and technical in nature and not the result of any material issues identified in relation to the company’s financial position.

This week the following companies announced the repurchase of shares:

South32’s extended repurchase programme commenced in September 2026. The company will in total acquire up to 4,49 billion shares with a proposed buyback end date of 10 September 2027. This week the company repurchased 790,096 shares for an aggregate A$4,09 million.

Aimia repurchased and settled for cancellation a total of 97,150 of its common shares in the month of August 2026. The shares were repurchased at an average price of $2.72 per share for a total settlement of $264,322.

Aspen Pharmacare has repurchased 13,3 million shares at an average price of R148.17 per share for a total R1,98 billion. The shares were acquired over the period 29 May to 31 August 2026.

Reinet Investments commenced its proposed 7th share buyback programme, for up to an aggregate maximum amount of €250 million subject to a maximum of 8 million ordinary shares over a period commencing 18 August 2026 and ending on 15 December 2026 at the latest. The shares will not be cancelled. During the period 24 to 28 August 2026, the company repurchased 588,086 shares for an aggregate R255,64 million.

In June 2026, Greencoat Renewables announced its intention to commence a second tranche of the repurchase programme to return a further €25 million of capital to shareholders. The second tranche repurchase will be complete by end-December 2026. This week 385,438 shares were repurchased for an aggregate €303,697.

Bytes Technology announced in May 2026 its intention to implement a new share repurchase programme to purchase the company’s shares for an aggregate value of up to £25,0 million. This week the company repurchased 250,000 shares at an average price per share of £4.16 for an aggregate £1,04 million.

British American Tobacco has again extended its share buyback to end on 12 October 2026. All shares repurchased will be cancelled. Over the period 24 to 28 August 2026, the company repurchased a further 555,000 shares at an average price of £41.60 per share for an aggregate £23,08 million.

Anheuser-Busch InBev’s US$6 billion share buy-back programme continues. The shares acquired will be kept as treasury shares to fulfil future share delivery commitments under the group’s stock ownership plans. Over the period 24 to 28 August 2026, the group repurchased 753,175 shares for €51,16 million.

During the period 24to 28 August 2026, Prosus repurchased a further 1,874,394 Prosus shares for an aggregate €71,03 million and Naspers, a further 647,039 Naspers shares for a total consideration of R498,67 million.

Two companies issued profit warnings this week: Bell Equipment and Old Mutual.

Two companies announced, renewed or withdrew cautionary notices: Crookes Brothers and ArcelorMittal South Africa.

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

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French digital health insurer, Alan, has acquired Tanel, a Dakar-based health technology company, in its first expansion into Africa. Tanel operates in Senegal and Côte d’Ivoire, serving about 70,000 members across more than 400 companies and connecting them to over 1,200 pharmacies and healthcare providers. Terms of the acquisition were not disclosed.

Jordan-based edtech Abwaab has acquired the Egyptian education technology startup Eduact for an undisclosed amount. Eduact provides software-as-a-service tools for independent educators and small learning centres. Its platform allows users to manage video content, grading and payments while connecting workflows across physical and online learning. Abwaab plans to integrate Eduact’s technology into its wider platform and use its regional reach to expand the product to more teachers and learning centres in Egypt and other markets.

WIOCC Group, a leading carrier-neutral digital infrastructure platform operating across Africa, announced the signing of a Shareholder Subscription Agreement with Africa Finance Corporation (AFC) and Vision International Investment Company (Vision Invest), through which the two investors will make a combined US$300 million investment in the company.

Dutch family-backed impact investor, DOB Equity has invested in Uganda’s Irrisol Engineering, a water infrastructure company providing safe, reliable and affordable water to underserved rural and peri-urban communities in Uganda through solar-powered water systems. The size of the investment was not disclosed.

All On through its Demand Aggregation for Renewable Energy Technology programme and Energise Africa have invested US$4 million in Maskh Nigeria to develop solar-powered mini-grids in 19 communities across Jigawa and Bauchi states in northern Nigeria. The investment will finance electricity connections for households, businesses, public institutions, and other productive-use customers that do not have dependable power and is expected to reach almost 100,000 people.

Egypt-based edtech startup 3C Coding School has raised US$3 million in a seed round led by MRG Economic Group, with participation from investor Amr Saad and a group of strategic angel investors. The funding will be used to enter the Saudi Arabian market, strengthening 3C’s technology infrastructure and accelerating the development and deployment of its AI-powered personalised learning platform.

The effect of ESOPs on the Competition Commission of SA’s transformation goals

The Competition Commission (Commission) recently published its impact study titled “Employee Share Ownership Plans (ESOPs): An Analysis of Key Design Principles to Create Value for Beneficiaries and Firms” (Study). The Study is a notable development for dealmakers navigating South Africa’s merger control landscape. Conducted pursuant to section 21A of the Competition Act, 1998 (as amended) (the Act), the Study evaluates the effectiveness of employee stock ownership plans (ESOPs) as an ownership remedy imposed by the Commission as a merger condition to several transactions where it considered that the merger did not sufficiently promote a greater spread of ownership by historically disadvantaged persons (HDPs) and workers, as contemplated in section 12A(3)(e) of the Act. The Study signals the Commission’s increasing focus on the quality and effectiveness of ESOPs as a public interest remedy, and merging parties should take careful note of its findings.

The Study’s findings and recommendations offer parties a clearer framework for understanding the Commission’s standards of effective and sustainable ESOPs, and for designing any contemplated or mandated ESOP accordingly.

The Study sampled 15 ESOPs across various sectors, which were implemented between 2019 and 2023. The Study takes an honest and granular look at whether mandated ESOPs are delivering value to the HDPs and workers they are meant to benefit.

Following the 2019 amendments to the Act, the Commission has increasingly sought to address ownership and control as a public interest consideration in merger transactions. Where the Commission finds that a merger does not promote a greater spread of ownership, it may impose ownership remedies, including the establishment of an ESOP by one of the merging parties or the merged entity. Under the Commission’s non-binding Revised Public Interest Guidelines, an ESOP should hold between 5% and 10% of the equity in a merging party or the merged entity, and should represent a broad base of workers.

The Study’s most important findings concern the financing of ESOPs and the implications for their beneficiaries (employees). Most ESOPs in the Study were funded through debt, predominantly in the form of Notional Vendor Finance (NVF) provided by the merger parties to the ESOP vehicle (usually a Trust). In practice, interest has been levied on the NVF debt, leaving ESOPs reliant on discretionary dividend declarations to service the debt.

The Study highlights that charging interest on ESOP debt has a materially adverse effect on beneficiaries. In the absence of dividend declarations by an organisation, the outstanding debt owed by ESOPs compounds over time. Even where dividends are declared, they may be insufficient to meet the annual interest obligation in full, leaving the underlying capital amount effectively undiminished. The cumulative effect of these interest charges is to entrench and increase the debt burden, potentially rendering the ESOP structure unviable in the long term.

Based on the Study’s funding models (which assume a starting debt of R500 000 and specified dividend inputs) where interest is charged on the debt, the outstanding debt increases over time. In the Study’s base scenario, the debt increased by 24% over a 10-year period, with dividends mainly used to pay interest rather than reduce the capital amount. In contrast, where no interest is charged, the debt decreased by 66% over the same period. The Commission is, therefore, concerned that beneficiaries may not receive meaningful financial value from ESOPs, and may instead remain trapped in perpetual debt. It is important to note, however, that beneficiaries or employees do not incur personal debt under NVF schemes. Rather, the debt is owed by the ESOP vehicle to the lender, with the practical consequences that beneficiaries may rarely receive any financial flow-through benefits, as any dividends declared by the parties may only accrue to servicing debt.

The Study further illustrates that dividend distributions are far from assured. Of the 12 ESOPs that were operational by 2024, only half received a dividend payment that year. By 2025, seven out of 15 ESOPs received dividends. In 2025, dividend payouts to beneficiaries ranged between R360 and R4,734, a modest return for what is intended to be a transformative ownership intervention.

Beyond financing, the Study reveals considerable gaps in the Commission’s current ESOP template and makes various recommendations to address them. These are grouped into three categories:
1. First, funding: the Study recommends that interest should not be charged on NVF debt, as it is unwarranted and renders ESOPs financially unsustainable. In addition, discounts on the share price – including minority discounts, marketability discounts, lock-in discounts, and B-BBEE points discounts – should be offered to ESOPs, consistent with typical commercial share sales, in order to reduce the debt burden significantly.

2. Second, ESOP design: the Study proposes a revised and expanded mandatory design template. This includes specified implementation timelines, the ESOP structure (trust or company) and shareholding percentage, a requirement that workers should not be required to pay to participate, specified funding models and trickle dividend distribution, governance structures that ensure worker board representation through beneficiary-nominated trustees, qualifying criteria for beneficiaries and “bad leaver” provisions (resignations and dismissals), specified benefits (dividends and/or capital gains), compulsory training for beneficiaries and trustees at no cost to workers, dispute resolution mechanisms for fee-related disputes, and robust monitoring conditions.

3. Third, worker consultation: the Study identifies design principles that should be determined in consultation with workers, worker forums, or trade unions (with professional advice made available at no cost to workers where required). These include the duration of the scheme, trickle dividend ratios, the class of shares allocated, placement of the ESOP at holding or subsidiary level, and alternative debt reduction mechanisms where the ESOP still carries outstanding debt.

The Study signals an important shift in the Commission’s approach to ESOPs imposed as merger conditions. ESOP structures offered by merging parties to address ownership (or other public interest concerns) can no longer be a box-ticking exercise. A poorly designed scheme risks worker dissatisfaction, regulatory scrutiny, and reputational harm. Although the Study’s recommendations are not binding, the Commission is likely to place increasing emphasis on features such as interest-free NVF financing, appropriate share price discounts, meaningful governance, and worker consultation in ESOPs proposed as part of merger conditions. In particular, the expanded mandatory design template will likely inform the Commission’s assessment of any contemplated ESOP from the outset.

Merging parties may be expected to consult with workers, worker forums, or trade unions prior to notifying the merger, using the pre-notification merger guidelines as a framework. These evolving expectations will inevitably have some practical challenges in their implementation. For example, the Study does not address how an ESOP should be funded where merging parties are unwilling or unable to provide interest-free NVF. In such circumstances, the alternative may be for the ESOP to acquire shares via a third-party financial institution, which would certainly require an interest component.

Merging parties and their advisors should be mindful of these evolving expectations when structuring transactions that are likely to attract public interest scrutiny under the Act.

Shawn van der Meulen is a Partner, Gina Lodolo a Senior Associate and Nicole Araujo an Associate | Webber Wentzel

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

Rethinking access to private credit: structuring is as important as strategy

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Private credit has become one of the fastest-growing asset classes globally, attracting institutional investors seeking higher yields, diversification and greater protection from public market volatility. While headlines in the United States and elsewhere have increasingly focused on concerns around overheating markets and deteriorating lending standards, South Africa presents a different picture. The local market remains relatively young, conservatively underwritten, and characterised by genuine funding gaps, rather than excess capital.

The question facing South African institutional investors is, therefore, no longer whether private credit deserves a place in diversified portfolios. Instead, it is how investors can access the asset class in a way that balances return potential with governance, transparency and appropriate liquidity.

For many years, access has been one of private credit’s greatest challenges. Most investments have been made through closed-end unlisted funds that require long lock-up periods and offer limited redemption opportunities. While these structures are well suited to the long-term nature of private lending, they have also limited participation by investors who require greater certainty around governance, reporting and portfolio construction.

This has created an interesting paradox. Institutional investors increasingly recognise the role private credit can play in enhancing portfolio returns and supporting the real economy, yet practical considerations around liquidity, regulatory treatment and operational complexity have often slowed allocations.

One of the most significant funding gaps exists within the so-called ‘missing middle’ – established small and medium-sized businesses that have outgrown microfinance but remain underserved by standardised bank lending. These businesses are often profitable, employ substantial numbers of people and have strong growth prospects, yet struggle to obtain funding tailored to their needs. The funding gap in this segment of the market is estimated at R350bn.

Traditional banks continue to play an indispensable role in the financial system, but their lending models are necessarily standardised and subject to regulatory capital requirements. Many growing businesses require greater flexibility, faster decision-making, and financing structures that better reflect their cash-flow cycles. Private credit managers have increasingly stepped into this space, complementing rather than replacing the banking sector by providing customised lending solutions where conventional finance may be less effective.

Importantly, this is not a new phenomenon. South African private credit managers have been financing businesses for decades, building expertise across sectors ranging from trade finance and property development to renewable energy and specialist non-bank lending. Unlike some developed markets, South Africa has largely avoided the widespread use of ‘covenant-lite’ loans that have attracted criticism overseas. Instead, lenders have generally maintained disciplined underwriting standards, conservative leverage levels and comprehensive security packages designed to protect investor capital throughout economic cycles.

Strong underwriting remains the cornerstone of successful private credit investing.

Experienced managers typically undertake extensive stress testing of borrowers’ projected cash flows, assessing their ability to service debt under varying economic conditions, including changes in interest rates, inflation and growth assumptions. Lending decisions are supported by robust credit committees, contractual reporting requirements and carefully negotiated covenants that provide early warning indicators should business performance deteriorate. Diversification across sectors and borrowers further helps reduce concentration risk within portfolios.

Yet even with these strengths, one issue has continued to constrain broader institutional adoption: the way private credit is packaged for investors.

Historically, private credit investments have largely been accessed through traditional private market fund structures. While entirely appropriate for many investors, these vehicles can create operational challenges for institutions that manage liabilities, require predictable cash flows or operate within specific regulatory frameworks.

This has prompted growing interest in whether the benefits of private credit can be combined with some of the characteristics investors associate with traditional, listed fixed-income instruments. One example of this evolution is the recently-launched Creation Yield Fund, which combines privately originated debt with a listed note structure on the Cape Town Stock Exchange. The innovation is not in changing the fundamentals of private credit, but in changing how institutional investors gain exposure to the asset class. Uniquely, by combining the governance and oversight features traditionally associated with private market funds with the accessibility of a listed fixed-income instrument, the structure seeks to provide greater transparency, contractual income payments and, over time, improved tradability, while remaining focused on the underlying discipline of private credit investing.

This evolution also has important implications for portfolio construction. Listed debt instruments can fit more naturally within institutional fixed-income allocations, while predictable contractual cash flows make it easier for investors to match assets against future liabilities. In South Africa, listed structures may also provide a more straightforward route for retirement funds seeking private credit exposure within existing regulatory frameworks. As market participation grows and secondary market activity develops over time, these structures could begin occupying an intermediate position between traditional listed bonds and fully illiquid private market funds.

None of this eliminates the inherent characteristics of private credit. The underlying loans remain long-term investments, and secondary market liquidity will inevitably depend on investor participation. However, providing investors with greater optionality represents an important step in broadening access without fundamentally changing the nature of the asset class.

Looking ahead, South Africa’s private credit market appears well positioned for continued growth.

Innovations such as the Creation Yield Fund suggest that the next phase of South Africa’s private credit market may not be driven solely by increasing allocations to the asset class, but also by improving the structures through which capital is deployed. If institutional investors can access private credit through vehicles that offer stronger governance, greater transparency and portfolio characteristics that are familiar to fixed-income investors, the asset class is likely to become an increasingly mainstream component of long-term institutional portfolios.

Kasief Isaacs is the CEO | Creation Capital

This article first appeared in Catalyst, DealMakers’ quarterly private equity publication.