Thursday, September 18, 2025
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Who’s doing what this week in the South African M&A space?

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Neo Energy Metals Plc (NURSA), the low-cost uranium developer with a secondary listing on A2X, has entered into an agreement with Eagle Uranium SA to acquire a 100% interest in the Henkries South Uranium Project. The project comprises one granted Prospecting Licence that extends over c. 1,050km² and adjoins the company’s exiting Henkries Uranium Project in the Northern Cape province. NURSA will issue 25 million shares in the company and repay R600,000 of inter-company debt. On receipt of regulatory approvals, a further 175 million shares will be issued and R1,7 million debt repaid. Further deferred equity payments of a 250 million shares (max) based on JORC Compliant Resources of uranium, will be issued. The company’s share price is currently 32c per share having listed in February a 15c per share.

Subject to the approval of shareholders, Coronation Fund Managers will issue 37,57 million shares equivalent to 9.70% of the company with a market value of R1,46 billion to two B-BBEE trusts at a nominal subscription. Coronation currently is 31% black owned. The trusts – Imbewu Trust which is for the benefit of permanent employees will hold a 7.84% stake and the Ho Jala Trust, a trust whose principal objective is to conduct benefit activities for the benefit of black people will hold 1.86%. The shares will be subject to a notional funding arrangement for the duration of 10 years and beneficiaries of the trusts will receive a trickle dividend allowance – 10% of the cash distributions with the remaining 90% being used to reduce the notional funding balance. Coronation shareholders holding 26.95% of the issued share capital have indicated their support to vote in favour of the transaction.

In a small related party transaction, Tsogo Sun will, via its wholly owned subsidiary Tsogo Sun Casinos, acquire a 25.355% share in commercial office park development, Monte Circle from HCI Monte Precinct (Hosken Consolidated Investments). Tsogo Sun will pay R167 million in cash.

Johannesburg-headquartered Grid Africa, a solar solutions provider, has secured a R50 million equity investment from local Rifuwo Energy Partners. The funding will be used in advancing renewable energy projects across South Africa.

Endeavor SA, a venture capital firm, has raised R190 million for its Harvest III fund earmarked for investment in local technology businesses. The capital raise exceeded its initial target of R150 million. Investors in this first round included Standard Bank, Allan Gray and the SA SME Fund. Overall, Endeavor is looking to raise R500 million for the fund.

SA and Africa’s largest mezzanine fund manager, Vantage Capital, has closed a €66 million mezzanine investment in telecommunications player Camusat Holding S.A.S. The proceeds of will be used to refinance debt and fund the capital expenditure required for expansion of the group’s AktivCo division. Vantage Capital’s investment is part of a global financing package of €81 million provided in a consortium with Eurazero, a European asset manager.

Syntax Systems, a global technology solutions and services provider for cloud application implementation and management, has acquired Cape Town headquartered Argon Supply Chain Solutions. Argon which has a presence in the UK and South Africa, specialises in warehouse management and supply chain optimisation solutions, serving a growing range of multi-national customers.

Weekly corporate finance activity by SA exchange-listed companies

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NEPI Rockcastle will, through an accelerated book building process, raise gross proceeds of c.€300 million to enable the company to execute on its ongoing growth strategy. The offer price of the new ordinary shares and the number of shares to be issued will be announced upon completion of the bookbuild.

Shareholders of Fortress Real Estate Investments have until November 1, 2024, to elect the dividend in specie option whereby shareholders may opt to receive NEPI Rockcastle (NRP) shares in lieu of a cash dividend. A maximum of 7,974,247 NRP will be issued and a maximum gross cash dividend payable of R845,49 million.

Following the results of the dividend reinvestment plan, Mondi plc purchased 62,980 shares and 198,876 shares in the UK and South Africa markets at an average price of £14.17 and R328.12 respectively.

Anglo American plc and Hammerson plc also released the results of their dividend reinvestment plans. Anglo purchased 313,447 shares and 200,156 shares in the UK and South Africa markets at an average price of £24.41 and R566.79 respectively. Hammerson purchased 136,985 shares and 84,254 shares in the UK and South Africa markets at an average price of £3.19 and R73.46 respectively.

BHP has repurchased 7,006,969 shares in terms of its dividend reinvestment plan for shareholders on the ASX, LSE and JSE registers.

In agreement with Mantengu Mining, creditors of its subsidiary Langpan Mining, will convert debt claims against Langpan into equity in Mantengu. A total of 27,662,390 shares have been issued valued at R23,38 million.

In its quarterly suspension update, aReit Prop, expects to release audited results for the year ended 31 December 2023 before the end of November 2024. The interim results will be published as soon as possible after the release of the audited results.

The JSE has notified shareholders of Sasfin Holdings that the listing of the company has been annotated with RE to indicate its failure to submit annual reports timeously and as such may be suspended if not submitted before 31 October 2024.

The JSE has approved the transfer of the listings of Santova, PBT and Finbond to the General Segment of Main Board lists with effect from commencement on 18 October 2024. The listing requirements in this segment are less onerous for the smaller cap firms.

This week the following companies repurchased shares:

Hammerson plc has commenced a programme to purchase its ordinary shares up to a maximum consideration of £140 million. The sole purpose of the buyback programme is to reduce the company’s share capital. This week the company repurchased 676,339 shares at an average price per share of 318.46 pence per share.

South32 announced in its annual financial statements released in August that it would increase its capital management programme by US$200 million, to be returned via an on-market share buy-back. This week 1,704,347 shares were repurchased at an aggregate cost of A$6,24 million.

In line with its share buyback programme announced in March, British American Tobacco this week repurchased a further 380,726 shares at an average price of £27.05 per share for an aggregate £10,31 million.

Prosus and Naspers continued with their open-ended share repurchase programmes. During the period 7 – 11 October 2024, a further 4,804,763 Prosus shares were repurchased for an aggregate €192 million and a further 421,906 Naspers shares for a total consideration of R1,8 billion.

Three companies issued profit warnings this week: Bell Equipment, Sasfin and Pick n Pay.

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

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Yellow Card, the largest and first licensed Stablecoin on/off on the African continent, has announced the closing of a US$33 million Series C equity fundraise. The round was led by Blockchain Capital and included Polychain Capital, Third Prime Ventures, Castle Island Ventures, Block Inc, Galaxy Ventures, Blockchain Coinvestors, Hutt Capital and Winklevoss Capital.

Kenyan Direct Air Capture startup, Octavia Carbon, announced a US$3,9 million equity seed round plus $1,1 million in carbon financing. The funding will be used to launch Project Hummingbird by December – the first DAC+Storage facility in the southern hemisphere. The round was co-led by Lateral Frontiers and E4E Africa and also included Catalyst Fund, Launch Africa, Fondation Botnar and Renew Capital.

AAIC Investment has invested an undisclosed sum in Ghanaian startup, BIMA. The e-heath firm offers affordable insurance products and digitalhealth services for low income and under-served populations in emerging markets.

Eqyptian micromobility platform, Rabbit Mobility, has finalised a US$1,3 million fundraise led by 500 Global and Untapped Global. The round also saw participation by several angel investors. The company is now looking to expand to other North African markets, starting with Morocco.

AfricInvest and Proparcpo have approved financing for Lapaire Glasses SA in Côte d’Ivoire. The optical retail chain that offers quality eyewear at a fair price in East and West Africa has secured US$2,5 million from AfricInvest and €450,000 from Proparco, through its Bridge by Digital Africa facility.

AuKing Mining has announced the sale of its remaining non-core Prospecting Licenses at Monyoni in central Tanzania. Moab Minerals will acquire the Licenses for A$175,000.

I&M Group’s board has approved a subscription agreement with East Africa Growth Holdings for the subscription of up to eighty-six million, five hundred thousand (86,500,000) new shares in the Group (c.4.97% stake) at a subscription price of KES48.42 per share.

Blaze Minerals has reached agreement with Gecko Minerals to acquire a 60% stake in Gecko Minerals Uganda, the legal and beneficial owner of the Ntungamo and Mityana Projects in western and central Uganda. The agreement also includes an option to acquire the remaining 40% interest within a two-year period. The purchase will be settled through the issue of 625 million fully paid Blaze ordinary shares.

GHOST BITES (ArcelorMittal | 4Sight | Primary Health Properties | Quilter | Zeder)


ArcelorMittal dishes out a dose of reality (JSE: ACL)

This has been a great “buy the rumour, sell the deal(or in this case, the reality check) trade

News of Chinese stimulus sent the ArcelorMittal share price into the stratosphere, as the market speculated on the extent to which the Chinese property sector would recover. As is often the case on the market, the share price moves way in advance of reality, driven by momentum and punters looking to make a quick buck. It’s a dangerous situation, as when the buyers run out and enough people start trying to take profits, things can turn very quickly:

How’s that for a chart? Well done if you managed to get in and out in time!

The precipitous drop in the share price was driven by an announcement that paints a picture of the global steel market that was like a bucket of cold water to the face. Chinese stimulus and reducing interest rates will take time to filter through to construction activity. In the meantime, global steel demand is expected to contract by 0.9% in 2024 and countries are putting in place measures to protect local industries from the surge in Asian steel exports. International steel prices are at levels last seen briefly in 2020 and before that in 2015/2016, causing havoc for global steel producers.

Assistance from government seems to be very slow for ArcelorMittal, perhaps because China is obviously a major strategic partner of ours. This leaves them with a scenario where they are cutting costs to try and compete against imports. Until there is government intervention, it’s hard to see how they will survive.

The long steel products business continues to operate at a loss and will be an utter disaster for employment if it closes. This is perhaps the main reason why government might finally step in.

They can’t wait too long though, with a group EBITDA loss of R466 million in the quarter vs. a profit of R52 million a year ago! The longs business contributed a R512 million loss, so the rest of the group is making profits.

There aren’t many highlights here. One of them is surely that the balance sheet is somehow stable, thanks to a major focus on cash management. The other is that crude steel production was slightly higher year-on-year, so the group is trying to manage the things that are within its control. Sadly, none of it is enough when net realised selling prices in rand were down 4%.

Urgent action from government surely cannot be far away. If it comes, that will be the next obvious catalyst for a share price move.


Solid growth at 4Sight Holdings (JSE: 4SI)

The share price is up 56% this year

4Sight Holdings is an IT group that does a good job of ticking all the buzzwords like the 4th Industrial Revolution. It’s easy to sound exciting on paper. It’s harder to actually generate profits in the process.

Thankfully, 4Sight manages to talk the talk and walk the walk, with HEPS for the six months to August 2024 up by between 31.0% and 39.9%.

Although there’s a financial year-end change and hence the comparable period is actually the six months to June 2023, we are at least comparing six months to six months, even if it’s not a perfect comparison.

Results are due for release on 21 October.


Rental income on the up at Primary Health Properties (JSE: PHP)

NHS is an interesting underpin for more development in healthcare properties

UK-focused Primary Health Properties hosted a capital markets day and delivered a trading update to the market. It looks solid, with rental reversions over the nine months to September of positive 3.0% on an annualised basis. The lifeblood of any property fund is annual increases in rent, as this covers the inflationary pressures of property ownership (and hopefully a bit more as well).

In many cases, rental increases are actually indexed to inflation, so property funds de-risk themselves through that mechanism.

To help drive return on equity, Primary Health Properties is also involved in asset management activities with a pipeline of 39 further property projects where they can go in and improve buildings. It’s a modest but useful contributor at group level though, generating £0.3 million for the period. For context, rent increases generated an additional £2.4 million over the period.

The group remains open to acquisition and development opportunities, with the helpful underpin of the NHS and a woefully inadequate UK healthcare system. This will encourage investment in new facilities and partnerships with government.

Solid progress was made in increasing and extending debt facilities, with a loan-to-value of 48.1%. That sounds high by South African REIT standards, but the UK market is different due to structurally lower financing costs there. The fund is within its target debt range.


Quilter’s distribution strategy is working, with excellent net inflows this quarter (JSE: QLT)

I far prefer businesses with distribution power vs. pure asset management shops

Quilter in the UK (and for that matter PSG Financial Services in South Africa) are great examples of the power of building out an engine that attracts assets under management. They don’t just sit back and hope that advisors will bring them assets. Instead, they are actively out there hunting for assets.

In a game where fund performance isn’t nearly as much of a differentiator as most asset managers would have you believe, distribution is the true moat. Quilter has reported third quarter net inflows of £1.4 billion, which is significantly higher than the preceding quarters this year. Platform net inflows of £1.5 billion for the quarter were a record.

Group Assets under Management and Administration (AuMA) of £116.2 billion are up 2% for the quarter, with strong net inflows in the High Net Worth and Affluent segments as well as the Platform side of the business where the IFA channel did particularly well.

It all looks really good at the moment, with a caveat around the upcoming UK Budget under a new government. There’s a worry around regulatory changes to the industry that could have an impact on Quilter, so some caution is needed there. For now at least, they are doing a terrific job of controlling the controllables and the share price traded nearly 11% higher at one point before settling down in the afternoon to close 4% higher. The year-to-date share price performance is a very impressive 41%.


The Applethwaite proceeds taste good for Zeder (JSE: ZED)

The deal has closed and cash has flowed

Back in July, Zeder announced that Capespan (effectively an 87.1% subsidiary of the group) had agreed to sell the Applethwaite farming production unit for R190 million as the base valuation, plus agricultural inputs on hand (another R544k) and 2025 season costs of just over R11 million. That’s a great example of how farming operations are valued and deals are negotiated, as the value of the farm itself is a constantly moving target.

All conditions precedent have been fulfilled and the selling price has been received by Capespan. This puts Zeder one step closer to another special distribution.


Nibbles:

  • Director dealings:
    • An associate of the director of Workforce Holdings (JSE: WKF) who controls more than 35% of the votes has bought R24.5 million worth of shares. Being above the 35% threshold already is important as this purchase doesn’t trigger a mandatory offer. It’s a significant acquisition of shares from the Pha Phama Africa Employee Empowerment Trust, taking the director’s indirect stake to 69.3% of shares in issue.
    • It’s a tough life when your dad is the CEO of Anglo American (JSE: AGL), with Duncan Wanblad gifting shares to his two adult children worth R7.8 million each.
    • A director of AVI (JSE: AVI) received share awards and sold the whole lot worth R3.6 million.
    • A director of Standard Bank (JSE: SBK) has sold shares in Standard Bank worth R2.9 million.
    • A non-executive director of Metrofile (JSE: MFL) has purchased shares worth R249k.
  • Ninety One (JSE: N91 | JSE: NY1) has confirmed its assets under management as at 30 September 2024 as being £127.4 billion. That’s up from £123.1 billion a year ago but down from £128.6 billion as at the end of June 2024.
  • Sasfin (JSE: SFN) has confirmed that results will be published on 21 October. They’ve already flagged that they are now in a loss-making position thanks to the substantial administrative sanction that they were recently given.
  • Northam Platinum (JSE: NPH) announced that its credit ratings have been affirmed as stable by GCR Ratings. Given where the PGM sector is right now, that’s good news. The low-cost model at Booysendal has been highlighted as one of the factors behind the outlook.
  • Hammerson (JSE: HMN) is commencing with its share buyback programme to repurchase up to £140 million in shares.
  • Finbond (JSE: FGL), PBT Group (JSE: PBG) and Santova (JSE: SNV) have taken advantage of a transfer to the Main Board General Segment of the JSE, with application of the Listings Requirements that seems to be a decent compromise for smaller listed groups.
  • Bidvest (JSE: BVT) has launched a cash tender offer for up to $300 million of the 3.625% notes due in 2026. They will fund this from the revolving credit facility, so this is just a good example of a large corporate managing its balance sheet properly.

GHOST BITES (AngloGold | British American Tobacco | Bytes | Karooooo | Tsogo Sun – HCI)


AngloGold’s acquisition of Centamin gets the green light from Egyptian regulators (JSE: ANG)

It’s always good to get the regulatory approval out of the way

In September, AngloGold announced the acquisition of Centamin, a gold producer that owns the Sukari gold mine in Egypt as its flagship asset. This acquisition is being paid for with a combination of shares and cash, with Centamin shareholders being rewarded with a juicy premium along the way.

It’s a really important deal for AngloGold, so the parties involved must be thrilled to announce that the Egyptian Competition Authority has given its blessing for the deal.

There are a bunch of other conditions that still need to be satisfied of course, with the deal still running in line with the timetable that was included in the circular.


British American Tobacco gears up for a capital markets day (JSE: BTI)

An army of ESG consultants has no doubt been creative with new terms

British American Tobacco has historically made a living by selling people a product that is extremely bad for them. In an effort to wash away this inconvenient back-story, they come up with ESG-friendly terms like Building a Smokeless World, which I find hysterical when I think of what vaping looks like. If you visit the British American Tobacco website, you would think that they are a renewable energy company that dabbles in unicorns and butterflies. I’m quite sure that this approach will only be reinforced at the capital markets day being hosted on 16 October.

They are on track to deliver low-single digit organic revenue and adjusted profit from operations growth in FY24. Currency translation is expected to be a 5% headwind if spot rates continue. They reckon that by 2026, they will be at 3% to 5% organic revenue growth and mid-single figure adjusted profit from operations growth.

Essentially, they achieve this through pricing increases on a product that people are addicted to. Nonetheless, because the ESG industry is largely a tick-box exercise rather than an attempt at genuine impact (and ESG investment indices are especially guilty of this), British American Tobacco features strongly in ESG-friendly funds.


Bytes is growing strongly but it remains a highly competitive sector (JSE: BYI)

You can see this coming through in some of the margin pressures

Bytes Technology has released results for the six months to August and HEPS growth of 19.5% in hard currency is something to be proud of. The interim dividend is up 14.8%, so the payout ratio is lower but there’s still great mid-teens growth on the table for investors.

One of the worries around Bytes is the level of competition in the IT sector and how this impacts margins. You have to read the results very carefully, as Gross Invoiced Income (GII) was up 13.7% but Bytes’ revenue fell by 2.9%. This suggests a shocking move in margins, yet the real reason is that hardware sales are booked directly into revenue whereas software sales go into GII first, so a period of lower hardware sales relative to software will have that impact. It doesn’t necessarily mean that software margins are getting worse, although I certainly wouldn’t bet on them getting better.

Oddly enough, because of the lower sales in hardware, the gross profit line grew 9% and thus gross margin (gross profit as a percentage of revenue) increased from 69.3% to 77.8%. If you worked it out as gross margin as a percentage of GII, it would’ve deteriorated. It’s all about understanding the hardware vs. software dynamic and how it all lands on the income statement, while not being blind to the risks to margin as Bytes does an increasing amount of work in the highly competitive public sector in the UK.

Encouragingly, operating profit grew by 16.3%, so there’s no debate around this line item: Bytes controlled its costs and grew its operating margin.

The stronger rand hasn’t been kind to Bytes as a rand hedge, with the stock down 23% year-to-date.


Record earnings and a stronger outlook at Karooooo (JSE: KRO)

They are delivering on the growth promises that shareholders had to be patient for

Unlike for most technology companies, the pandemic was a major setback for Karooooo. The group had just expanded into Asia and had spent money setting up a sales function, only for the world to remain closed for far longer than anyone expected. This led to some tough results in which growth really faltered, although that’s a distant memory now thanks to record earnings in the latest quarter.

Growth in adjusted earnings per share of 31% year-on-year is why investors enjoy this company, driven by a 17% increase in subscribers. The rate of growth in subscribers has also ticked higher, with the number of net additions up 18%. If you think about it, the number of net additions has to keep growing in order for the growth rate in total subscribers to remain appealing, as the denominator (total number of subscribers) is increasing all the time.

Subscription revenue was up 15%, so there’s a slight dip in average revenue per subscriber but currency impacts are at play here.

Operating profit grew 22%, so the income statement is more efficient than it was a year ago. It’s certainly worth highlighting that Cartrack’s operating profit was only up 16% (admittedly to record levels), so the rest of the growth came from improvements in Karooooo Logistics and the group walking away from the silly distraction of Carzuka.

Perhaps best of all, Karooooo has revised guidance for the 2025 full-year. The number of subscribers should be between 2.3 million and 2.4 million, up by 100k vs. previous guidance. Subscription revenue should be R3.95 billion to R4.15 billion, up R50 million. Operating profit margin is expected to be between 27% and 31% and adjusted earnings per share should be between R27.50 and R31.00.

Despite the stronger rand and the extent of offshore earnings at Karooooo, the share price is up 52%! Although I’m annoyed that I reduced my stake in the company when things got tough, hindsight is always perfect. I held onto a portion of my shares in the hope that things would come right and I’m really glad that I did!


Tsogo Sun buys a further stake in Monte Circle from HCI (JSE: TSG | JSE: HCI)

This removes the final group cross-holding

Tsogo Sun owns Montecasino (and a whole bunch of other assets obviously), along with 25.335% in the Monte Circle property. Mothership Hosken Consolidated Investments (HCI) also has a 25.335% stake in the property, which doesn’t make a lot of sense. They are now sorting that out by Tsogo Sun buying the HCI stake in a related party deal. The reason for it being a related party deal is that HCI holds roughly 50% in Tsogo Sun.

This consolidates the group’s interests in Monte Circle in a single structure, with Tsogo paying R163 million for the additional 25.335% stake. There’s an additional R2.45 million that needs to change hands due to historical shareholder loans.

As this is a small related party deal, there is no shareholder vote required provided that an independent expert opines that the deal is fair. Valeo Capital has given this opinion and hence the deal will go ahead.


Nibbles:

  • Director dealings:
    • Directors and associates of Hammerson (JSE: HMN) bought shares via a dividend reinvestment plan to the value of £8.2k.
  • Dividend alternatives are all the rage in the property sector, but Fortress Real Estate (JSE: FFB) stands out with a particularly interesting one. This isn’t a cash or Fortress shares election. No, in this case shareholders will choose between cash or NEPI Rockcastle (JSE: NRP) shares as Fortress continues to offload its 16.1% NEPI stake strategically.
  • Despite all the good stuff achieved at Nampak (JSE: NPK) since new management took over, holders of 11.24% of shares voted against the resolution giving the company specific authority to issue shares to top executives at the share price that was in play before all the restructuring happened, thereby making up for the fact that the full incentive package wasn’t implemented in time. This negative vote wasn’t enough for the resolution to have failed, but I do wonder what the justification would be to vote against what seemed like a reasonable resolution to me.
  • MTN (JSE: MTN) shareholders have approved the resolutions required to extend the MTN Zakhele Futhi (JSE: MTNZF) scheme. The vote was almost unanimously in favour of the transaction. There are still some conditions to be met, but that’s a big one out of the way.
  • BHP (JSE: BHG) achieved decent take-up of the dividend reinvestment plan, with holders of roughly 5.5% of shares in issue saying yes to more shares in lieu of cash dividends.
  • Tiny AH-Vest (JSE: AHL) has released its financials for the year ended June 2024. Revenue was up 12.2% and operating profit nearly doubled, with HEPS up from 1.35 cents to 3.88 cents. These are still very small numbers overall, with operating profit of just R8.2 million. The last traded share price in this illiquid stock was 10 cents, so it’s on a rather modest P/E! With a market cap of R10 million, I have no idea why it remains listed.
  • aReit (JSE: APO) is still suspended from trading as the annual financial statements for the year ended December 2023 haven’t been released yet. They expect to publish them by the end of November, with the audit process still underway.

GHOST STORIES: The Investec Rand India Accelerator

The Investec Rand India Accelerator offers geared exposure to growth in the iShares MSCI India ETF over the 3.6-year term. The ETF tracks the large and midcap Indian market, covering 85% of the India equity universe.

Investec Rand India Accelerator is listed on the Johannesburg Stock Exchange and offers 1.5x geared exposure to the ETF capped at 40%, for a maximum return of 60% in Rands. In addition, the Accelerator provides a high degree of capital protection.

To explain the opportunities and risks of this product, Brian McMillan of Investec Structured Products joined me on this podcast.

Applications close on 15 November, so you must move quickly if you are interested in investing. As always, it is recommended that you discuss any such investment with your financial advisor.

You can find all the information you need on the Investec website at this link.

LISTEN TO THE PODCAST:

TRANSCRIPT:

The Finance Ghost: Welcome to this episode of the Ghost Stories podcast. It’s another one with the Investec team on one of their excellent structured products. We’ve done quite a few of these now in the past year or so, and it’s a really good opportunity. If you are interested in this stuff, or if you’ve never been exposed to it before, well done for clicking on the podcast and for coming to learn something new – you can find out all about their new products on offer.

And today we are doing one which made me want to travel, Brian, I’ll be honest. When I opened up the brochure, the beautiful “Inspiring India” – I’ve been doing a lot of traveling this year, and when that bug bites, you want to keep doing it! India may be on the list one day, we’ll see.

But of course, the beauty of investing is that even if you aren’t leaving your desk and getting your passport stamped, your money can do that for you, which is a very, very cool feature of the world of markets that we know and love. I thought it was just really interesting that you guys have latched onto this India theme. I’ve been writing about it a little bit recently. We did a Magic Markets podcast on it about a month ago. So, yeah, very excited to talk about India with you today and understand how this product works. So thank you for the time.

Brian McMillan: Yeah, thanks very much, Ghost. You know, that’s one of the beauties of structured products, I think, is that we get the opportunity a lot of the time to do structured products that cover the developed markets. And mainly there we’re saying to people, you’ve got a bit of uncertainty, markets are very high, go in with capital protection. But one of the other features is that we can open these up to new types of markets or thematic type of indices, and there has been quite a lot of hype – we’ve been looking to do something on India for probably over a year now, and we just needed the right timing and to find the right product that we could offer to the market.

It gives that exposure to the South African investor who has heard about this and might want to get involved, but the market has had a run. They don’t know the intricacies of the Indian market. If you go in and you have a level of capital protection, you can do some investing and have that peace of mind.

The Finance Ghost: It’s very much a “going where the ducks are quacking” kind of scenario, because that’s the need for downside protection – in all likelihood, you’re going into a market that has had a good run. And the beauty of the structured product is to say, okay, it can run further, but just in case, here’s some protection. Obviously we’ll get into all of those intricacies in the show as part of understanding the product.

I think before we even get there, let’s just take it up a level. We’re recording this podcast at a time when Chinese stimulus has now been all over the headlines pretty much the whole week, right? I mean, emerging markets are exciting things. They can be quite volatile. A lot of it relies on what China is doing. But the Indian economy is quite different to China. We’ve seen more of a services focus, I think, in India than some of the manufacturing focus. And so many people have talked about China for years and it almost felt like not enough people were talking about India, where this emerging market giant that it is has been growing and growing. There have been one or two South African companies that have gone and invested in India, but not a lot of them. It just didn’t seem to get the same amount of attention, certainly in South Africa, as China would, for example. And there are various reasons for that.

What is working so well in India specifically? We see all these challenges in China around demographics, etc. and now all the stimulus they need to do, yet India just seems to be ticking along very nicely?

Brian McMillan: It certainly has. And when we started looking into it, obviously it came on the radar screen when they became the number one in the world at GDP growth for the next ten years. That’s forecast to be the highest growth area. And it is a story of demographics, but it’s also a little bit deeper than that. It’s the largest democracy in the world, very different from the Chinese model. Certainly it’s going to be driven by a lot of different things.

It’s high tech for sure, but more on the actual people side. The education system is very good. They produce excellent graduates, certainly for the tech space. We’ve seen a lot of that in people moving to the United States but there is a huge market in India for that.

Then the next thing is when you have an economy growing at 8% per annum, the change that can happen over a ten year period is absolutely massive. You’re doubling your economy every nine years, which is a huge amount. And in fact in the two, three weeks ago you were talking about the China market, India actually overtook China at one point as the third largest economy in the world, briefly, and then fell back as the Chinese stimulus came through. So we think it’s going to grow from here and then the question becomes: how do we invest in that and how do we take part in that exciting growth?

The Finance Ghost: Yeah, absolutely, it’s an exciting growth story. And this is the sort of thing you need to do: keep abreast of these opportunities. I’m a big emerging markets enthusiast. You know, I love living in South Africa. I love being South African. Every time I travel overseas, I’m even happier to come home, to be honest. I really enjoy it here.

Of course India is part of that, they are the “I” in BRICS, we are the “s” and China is the “C”. These countries are all linked and they’re all in the Global South at the end of the day. It’s been very much about developed markets in the past couple of years with the Fed interest rate policy and everything else. They’ve driven just a huge amount of activity in developed markets. They’ve hurt some emerging market currencies in a big way. The extent of stimulus in the US over the past few years has really led to huge valuations on some of those assets. And now as we get to a point where maybe there’s some interest rate easing and that gives a bit of a chance to emerging market currencies, if China does go ahead with a stimulus plan etc. then is there starting to be a bit more interest in emerging markets in general? Markets that got a bit walloped during the pandemic versus developed markets?

Brian McMillan: Yes, certainly we’ve looked at the China market as well, very much from a different perspective, where the Chinese market has significantly underperformed over the post-Covid period where the India story is more a momentum story and growth going forward. We would also look at putting structured products over the Chinese market where there’s been significant underperformance. For investors, we have over the last 10 – 15 years driven very much a diversification policy through our structured products. I think a lot of our investors have exposure to developed markets, the S&P 500, the euro, stocks in Japan etc. We did one earlier this year. The take up was great for that. But I think, we’re not saying put all of your money into India, it’s a slam dunk. We’re saying, here is a way you can actually invest in this market with capital protection and get a little slice of that and gain some diversification as well.

The Finance Ghost: Yeah, absolutely. And let’s talk about liquidity, because that’s also a major consideration for emerging markets generally. The emerging markets are not too bad. Frontier markets become a real issue with this. But I don’t think there are too many structured products running around on frontier markets. Certainly on emerging markets, it’s something that you do have to think about. How does India stack up in terms of liquidity by global standards on their market?

Brian McMillan: So that was one of the surprises when we actually delved into this market, was how much liquidity there is. It’s currently ranked as the fourth largest market in terms of liquidity. So very deep. There’s been a lot of internal trading. So unlike China, I think India has much more of an equity-type culture, whereas China is very much a property- and cash-type of savings platform. India, in the last few years, their markets have become very deep. The top 20 companies there have massive pools of liquidity.

When we did some further investigation, we looked at the Nifty 50 as the index that we’d heard the most about. What we didn’t realise is that Nifty 50 is made up of shares of two different exchanges. There’s the Mumbai Stock Exchange and Indian Stock Exchange, so it was difficult to write options on them. And that’s why we’ve actually gone for an ETF in this case. We’re writing the product over an ETF, which is the MSCI India, the largest ETF that trades in the US. In fact, you would see that even the ETFs that are available in South Africa, there is an Indian ETF available in South Africa that uses the same index. So when we’re doing structured products, we are able to buy options over those ETFs and we’re comfortable that on a daily basis we could write as much or unwind as much in options as we needed to.

The Finance Ghost: Yeah, I was wondering about the choice of ETF. You’ve done a great job there of answering that, so thank you. And of course, an ETF is really just, as you say, an index tracker. There are a whole lot of underlying companies. There’s a great thematic trend to it. And here the theme is clearly India. But I think it does help to go one level down and just understand what some of the sectors are that are sitting in that market. Because even in the US, you go and you buy an ETF, but actually you go and look at the constituents and it’s a very heavy tech focus and you can see that there are just a few companies that make up the top piece, even somewhere like the US. In these ETFs, it’s always good to go down and understand what’s actually inside the box.

So in the Indian market, what are those major sector exposures? And do they have a scenario where there are one or two names that are very heavily weighted in that market, or is it quite a spread?

Brian McMillan: It is. It’s a nice spread. You know, that’s one of the issues that we found in particularly the S&P of late, that those magnificent seven are making up a larger and larger proportion of the S&P 500. And again, when we looked at India, the spread of counters, this particular MSCI India index covers about 85% of the large and medium stocks that trade in India. There are quite a few banking, financials, but that makes up about 13% of the index. The consumer discretionary, which is really the one that we’re looking to for the growth, where they’ve actually got companies in India that sell to the Indian market, makes up a large portion. And then there’s also quite a big spread on things like pharmaceuticals. They make a lot of generic pharmaceuticals. And there are quite a few names that people in South Africa would have heard of in there as well. From an IT point of view, Infosys, obviously, one or two of the big banks, Tata Consultancy Services, which is a large conglomerate that’s across diversified industrials. Cars, you’ve got things like Mahindra. So it’s a nice spread and probably more than a lot of the other markets, it’s quite focused on India itself. There’s a lot to do with the Indian consumer. It’s not necessarily something like the FTSE, which has got very little exposure to the UK market because it’s oil companies and stuff. This one specifically looks more at India from an Indian consumer point of view, which is something we quite like.

The Finance Ghost: Yeah, absolutely, because if you want the theme to be the Indian growth story, then you need to go and buy equities that can do that. So that is a very, very cool feature of that market, for sure.

I think let’s move on now from the macroeconomic “why is India interesting” piece, I think it is interesting, I think that’s clear. Let’s get into the details of what you guys have put together here with this new product, which is called the Investec Rand India Accelerator. Another nice, interesting name and we’ll definitely get to the accelerator part just now, and it talks to some of the structures we’ve seen from you before.

Before we get to that, though, let’s just talk about the structure of this thing. It is a flexible investment note. I’m going to hand over to you to just give us an idea of how the reset dates work, some of the liquidity in this thing. What does that flexible investment note really mean? What are people buying when they buy this product?

Brian McMillan: We’ve done structured products for a number of years off of what we call our balance sheet. In other words, we issue as Investec a note that’s listed on the JSE, and it would last for three and a half years or 3.7 years. That note at the end of the period would then expire. The investors would get their money paid back to them, and then we would request or we would say, would you like to invest in our new structured product?

And of course, during that time, you have leakage. People want to, some of them do want the money back, but most people we find in structured products specifically, if they’ve had a good outcome, would like to continue investing in structured products. So with the 20 year note, what we’ve done is we’ve just said we’re going to issue a note on the JSE, it’ll be 20 years long, but each time we do a structured product that is three and a half years, for example, that will be the first investment in this 20 year note. Come three and a half years’ time, we will come back to you and say, this is your return that you’re going to receive on this particular product. Would you like to continue, remain invested? And for the next three and a half years or five years, we will now be doing a structured product on, for example, China.

So we have the ability to change the underlying index, we have ability to change the term. But for an investor who’s looking specifically at India, it’s just the listed instruments on the JSE. You can sell it at any time. We make a market on a daily basis, and at the end of the term, if you want to receive your money back, we can pay that back to you at that time as well. So it’s just a part of the structure that will help us roll people within the actual structured products into the next one without having that issue of paying people back and then requesting the money back from them again.

The Finance Ghost: I was smiling when you said three and a half years, because this one’s got this weird intricacy right where it’s not quite three and a half years, it’s 3.6 years. So you got to get the calculator out for that one. And I was laughing because when we talked about it before the show, I thought, is that supposed to say 3 – 6 years? And then I thought, no, Investec doesn’t have typos, that can’t be right. So it’s 3.6 years, not 3.5 years, a bit of a funny story there around familiarity bias and how we read something were not used to seeing. It kind of jumps out as, oh, that might be wrong. What was the reason for 3.6 years on this one rather than 3.5?

Brian McMillan: Yeah, so a lot of our products are done one year, three year, three and a half year, five years. But sometimes we have issues around the expiry. So if we have an expiry that comes up in the middle of December, if it’s three and a half years, we sometimes extend that out for another month or another two months. This particular one will be, if you wanted to put it in months terms, it’s three years and seven months, which equates to 3.6 years. But the reason for that is we were matching it to where options actually expire in the market. It makes it more efficient from a pricing point of view as well as a credit point of view. So just slightly longer than three and a half years.

The Finance Ghost: And in terms of liquidity, I mean, life does happen. Unfortunately, it happens to all of us. It comes at you fast. Things can go wrong. Is there some wriggle room if you need to get the money out, for example, if something happens?

Brian McMillan: Absolutely. So, you know, during the life of the product, because it’s listed on the JSE, we actually have to make a market on a daily basis. And by making a market, what we mean is that we will actually buy back any of the investors’ notes that they want to sell on a daily basis. So if you go and look at any of our previous ones on a daily basis, we have a bid in the market. We bid for, you know, for R100,000’s worth. If somebody wanted to do more than that, normally their broker phones us up and says, you know, I want to sell R400,000, can you make me a price on that? And we will do that on a daily basis.

Sometimes we have a slight mismatch. We might say to them, we’ll give you a price at 4pm once the US market opens, or something like that. But on a daily basis, we will make a market for these and so somebody can sell them at any time during the life of the product. They’re not necessarily locked in to expiry.

I should note, though, that things like the capital protection, when we say you have capital protection, that means that during the life of the product, it may trade below your initial price, but as long as the market hasn’t fallen more than 30% on the last day, you will have your capital protection at that point.

The Finance Ghost: Yeah, fantastic. So let’s talk about the word accelerator, which is now in the name of the product. As I said, it’s the Investec Rand India Accelerator. So that’s a key part of what’s going on here. And that means there is some kind of enhanced return, as we’ve seen in some of the products that we’ve dealt with on these podcasts before. So, please walk us through what is the opportunity there? And of course, this is some of the great upside on this product and the way it’s structured.

Brian McMillan: Yeah, so the word accelerator we use sometimes when we’re referring to gearing or getting more than what the market returns. When we looked at this, we obviously have to price it. The options on the Indian market aren’t cheap. We had a look at it and we said, what do we think it can grow in the next 3.6 years? And then we said, okay, if the market grows 40%, and we can give you one and a half times that 40%, is that attractive? So, what it means is we’re giving you one and a half times more growth than what the index does. Unfortunately, we can’t give it indefinitely, so we have to cap it. We’ve capped it at 40%, but we’ve said we’ll give you one and a half times the growth. If the index is up 10%, you will get a 15% return.

And because it’s all rand, everything is related to rand. We take the index level on day one, we take the index level at the end, and we say, what percentage has that moved? And then we say, okay, if it’s moved 20%, you will get one and a half times that. You will get a 30% return, but in rand. So if you put in R100,000, you will get back R130,000 at the end of that term.

The Finance Ghost: So basically, there’s an enhanced return on the upside. On the downside, there’s capital protection as long as the ETF doesn’t go below 70% of where it started. So if it drops by between zero and 30%, you are protected. Yes, you’ve lost money versus inflation, but at least you get your capital back. On the way up, you get a nice enhanced return.

So the “catch” basically is that you are sitting with capped upside. There is a maximum return here. If the Indian market does go absolutely bonkers over this period, as the investor, you wouldn’t lock in that full benefit, right?

Brian McMillan: That’s exactly it. If we had to look at this against investing in a rand ETF, there is one in the market, what we’re doing is we’re saying we’re giving you some capital protection, but in order to get that capital protection, we’re taking away the potential for some of the upside. Now, the ETF would have to go up more than 60% over that period to outperform our product. Anything less than 60% up in the ETF, we would actually outperform in our product. Anything more than 60% up, then the ETF would have been the way to go. But of course, with an ETF, you have full downside exposure all the time. So that’s really what we’re trying to do, we’re trying to say, here’s a market that investors don’t necessarily know a whole lot about. They’ve heard about it, they want it, they’re excited about the growth potential in it. Let’s put a small amount of money in here but have the capital protection. And then, because it has run as hard as it has in the last two years – and it’s only really the last two years post-Covid that it’s run. In fact, when you look at it against the S&P or the Nikkei, actually over the last ten years, it hasn’t run as much as those markets. We’re saying, here’s some good exposure to the upside, get some exposure to that market and get some exposure to the growth potential.

The Finance Ghost: And I think what’s lovely here is most people just don’t have exposure to the Indian market. They really don’t. It’s a big gaping hole in their portfolios. If they own a lot of JSE-listed stocks, they have a lot of look-through to China, whether they like it or not, they really do. If they own a lot of US stocks, they have actually also got a lot of look-through to China if they’re on the consumer side. Then obviously they’ve got all the tech stuff as well. Yeah, Europe has been a bit of a slow one, let’s be honest. They’ve been hurt by some of the ground they’ve lost in industrial players against China etc. especially on the car side. But India is just this very, very interesting emerging market where South Africans for some reason are just not very exposed. Very few of our corporates give that exposure. They are one or two, but it’s limited.

This is a very cool way to actually go and say, hey, you know, if this thing keeps going, I’m going to get a nice enhanced return. If it goes completely mad, I’ve missed out a bit, but I’m still going to be smiling because I would have still gotten a great return, objectively. And if it goes down a bit, I’ve got some protection, you know, because it has had a strong run so if it does correct over the next few years and end up lower than it is now, you know, that’s a concern and that’s something that can be addressed by this product. So it does seem like a really great offering.

Obviously, the next question has got to be around fees. So for investors, what fees do they need to be aware of? You know, what’s involved here?

Brian McMillan: I think one of the nice things that we do with our structured products is there are fees in it, fees are paid to the financial advisor, but the fees are all worked into the product. So let’s say the market does run nicely and the index is up 40%, you will get the maximum return of 60%. If you put R100,000 in, you will receive back R160,000. There’s no fee that comes off of your return, as such.

We do pay the advisors a fee to, you know, to give advice to the clients, but that would actually be worked in. So, you know, for example, instead of one and a half times gearing, we might be able to give 1.53% if there was no fee paid in it. But for the product itself, all the fees are worked in and there’s no additional fees that the investor would have to pay.

The Finance Ghost: Okay, fantastic. Let’s talk practicalities, what is the minimum investment amount, what are the closing dates and how do people go about doing this? Do they contact you directly? Is it through a financial advisor? How do they actually get their money in here?

Brian McMillan: We’re closing on the 15th November. We then collate all the money that comes in from various different IFAs, stockbrokers, wealth managers. And then we do the trade on the 21st November. So there is a bit of time left. There’s still another good nearly six weeks.

People should contact their financial advisors. We as Investec Structured Products can’t give advice to people, you know, we don’t have their full details, we don’t know what their tax situation is, so all of our products have to be bought through a financial advisor or stockbroker.

A number of the stockbrokers have access to this. You would need to have a stockbroking account because it is a listed instrument on the JSE. And if you don’t have one of those, you know, most of the big banks have got their own stockbrokers. You could open one with them or your financial advisor would tell you, you know, which one they prefer. You fund that account, so you put the money in there and the financial advisor will then advise us how much they wish to invest on your behalf. You would then see another benefit of having it listed is previously these structured products were very opaque because you couldn’t see price discovery, you didn’t know what the value was – but because this is listed on the exchange, you’re going to receive a monthly statement from your stockbroker showing you what price you paid for it, what the value of it is at the moment, and you can keep track of it that way.

The Finance Ghost: Yeah, fantastic. Look, I think it’s a really, really cool opportunity, so thank you for that information. I will include in the show notes, more links on the product and obviously if people want to go through the Investec website and find out more about it as well. Brian, thank you so very much for your time on the show, as always. I know you’re traveling at the moment, so hopefully that all goes well for you and good luck with this product. No doubt it’ll be another great success.

Brian McMillan: Thank you very much.

UNLOCK THE STOCK: Lesaka Technologies

Unlock the Stock is a platform designed to let retail investors experience life as a sell-side analyst. Corporate management teams give a presentation and then we open the floor to an interactive Q&A session, facilitated by the hosts.

We are grateful to the South African team from Lumi Global, who look after the webinar technology for us.

In the 43rd edition of Unlock the Stock, Lesaka Holdings gave excellent insights into both the financial performance and their strategy in building a fintech group. The Finance Ghost co-hosted this event with Mark Tobin of Coffee Microcaps and the team from Keyter Rech Investor Solutions.

Watch the recording here:

GHOST BITES (Calgro M3 | Mantengu Mining | Merafe | Novus | Quantum Foods | Sasfin | Wesizwe Platinum)


Calgro’s revenue is down, but profits are up (JSE: CGR)

The shift into higher margin units has changed the shape of things

Calgro M3 has released results for the six months to August. Revenue is down by 26.4%, which hardly sounds like the start of a love story with a happy ending. Despite this, HEPS jumped from 78.88 cents to 101.40 cents. You won’t see that every day!

The magic happened in the gross profit margin, up from 22.2% to 29.69%. A jump like that is unheard of, with Calgro now well above the target range of 20% to 25%. They expect this positive trend to continue throughout this financial year, driven by more sales of open market and non-public sector units.

So although revenue is down and Calgro was more exposed to general consumer health than would normally be the case, the substantial jump in gross margin has more than made up for it.

One area to keep an eye on is cash generated from operating activities, which fell from R89.9 million to R28.6 million. It sounds like some of this was due to timing delays, with R200 million in cash collected in the first two weeks of the new period.

To learn more about Calgro M3 and to ask your questions directly to management, register for Unlock the Stock this Thursday at this link.


Mantengu Mining releases a simpler update on the Blue Ridge deal (JSE: MTU)

It seems that many got it wrong in the market

The first announcement released by Mantengu Mining in relation to the Blue Ridge Platinum deal was complicated. I’ve read many deal terms in my life and so I think I had it figured out correctly overall, but they really didn’t make it easy for the market to understand what was going on there.

The company has released a clarification announcement, noting many inaccuracies in the media. Perhaps they should learn from this and write clearer announcements next time that are designed for public consumption rather than lawyers. I’m afraid that many companies on the local market are guilty of this and I wish announcements would include better summaries. On the plus side, it gives you a reason to keep reading Ghost Bites!

As I understood correctly the first time, the losers here are the existing lenders to Blue Ridge. Mantengu is buying the equity for R100 and the only debt coming with the group is R65 million in total, split across the Development Bank of South Africa and the Industrial Development Corporation.

The debt will only be repaid from gross profits at Blue Ridge. Mantengu reckons that they can unlock between R1.8 billion and R2.5 billion in revenue across the chrome and PGM opportunity. It’s also worth noting that Blue Ridge has an assessed loss of R3.1 billion.

Mantengu has confirmed that they will be undertaking a bankable feasibility study into the underground mining operations. This is expected to take 18 months to complete.

For what it’s worth, some of the information in this announcement is new.


Merafe’s production heads the right way (JSE: MRF)

The winter months were better this year

To manage production costs (particularly the cost of electricity), Merafe isn’t shy to curtail production in the months when electricity is more expensive. They obviously balance this against ferrochrome prices in the market, as they are trying keep gross margins at an appropriate level.

Things were clearly better this winter, as all operating smelters were in production throughout the winter months. This led to a 2% increase in production for the nine months to September vs. the comparable period.


Novus gets an important contract extension (JSE: NVS)

The Department of Basic Education has renewed for another two years

The printing and distribution of workbooks is part of a broader education strategy at Novus. It’s a smart approach, as it feels like the magazine and newspaper market is headed in one direction only. School workbooks are here to stay and the contract is with government, so it can be lucrative provided things are structured and priced correctly.

Novus is part of the Lebone Litho Consortium and has already been working with the Department of Basic Education under the current workbook contract since 2023. What was originally a two-year contract has now been extended for a further two years to June 2027.


Boardroom battles aside, Quantum Foods is profitable again (JSE: QFH)

Things are much better in the poultry industry

Quantum Foods has been a regular feature of recent headlines thanks to all the boardroom drama and shareholder activist strategies. Of course, the chickens in the business are still laying eggs, so things continue in the operations as usual.

The poultry industry is looking much better these days, with Quantum reporting HEPS of at least 70 cents per share for the year ended September 2024. This is a vast improvement from a headline loss per share of 17.4 cents in the comparable period.

There are a number of factors at play here, not least of all the magical disappearance of load shedding and the resultant drop in diesel generator costs. Raw material costs are down, so the chickens are cheaper to feed. Avian influenza was a feature of the comparable period, contributing to all the previous pain. Egg selling prices have moved higher so this helps margins. Finally, the businesses in Uganda and Mozambique have improved.

So even though corporate office costs were higher thanks to professional fees related to the shareholder and director disputes, the overall story is a positive one. It’s even better when you consider that the impact of the explosion at the Malmesbury Feed Mill in June is in these numbers, but any recoveries from insurance will only be in the following period.

An improvement in the numbers will certainly give the existing management team an advantage in further discussions around their performance.


A horrible period for Sasfin (JSE: SFN)

The administrative sanctions provision didn’t help either

Sasfin has been a consistent underperformer in the local banking industry. They have some good businesses, like Wealth and Asset Finance, but they also have some real weak spots that have been a disappointment for investors.

They also earned themselves a nasty administrative sanction of R160 million from the Prudential Authority for alleged non-compliance in the foreign exchange operations. For context, the entire group only managed to achieve headline earnings of R112.7 million in the 2023 financial year!

Although the sanction was announced in August, Sasfin has made provision for it in the year ended June 2024. This is why the group is expecting to report a headline loss per share of 181.41 cents to 200.50 cents, a hideous outcome vs. HEPS of 366.18 cents in the comparative period.

It’s not just the sanctions to blame, with Sasfin noting an increase in expected credit losses and negative fair value adjustments.


Wesizwe Platinum: going concern or ongoing concern? (JSE: WEZ)

The auditors are sitting on the fence here

Wesizwe Platinum has released its financials for the six months to June. They’ve swung into the green, with HEPS of 7.36 cents vs. a headline loss of 59.63 cents per share.

The challenge is that Wesizwe’s ability to continue as a going concern is dependent on the ongoing support of the majority shareholder. If that shareholder calls on the loans, then the show is over. For the auditors to get comfortable around this, they asked for a letter of support from the shareholder. There is a delay in getting a letter over and above the current funding cap of $1.5 billion, as such a letter requires approval from the China National Development and Reform Committee.

To get that process concluded, the controlling shareholder needs to establish the excess funding required for the Bakubung Project. The directors of Wesizwe believe that it is unlikely that the majority shareholder will simply walk away from the Bakubung Project given the level of historical investment.

Although these are sound arguments, they weren’t strong enough to get the auditors across the line completely. Instead, they took the approach of disclaiming their opinion, as they can neither confirm nor dispel the going concern basis of accounting for this group.


Nibbles:

  • Director dealings:
    • A director of a major subsidiary of AVI (JSE: AVI) received share awards and sold the whole lot (not just the taxable portion) for R3.76 million.
    • Not that it helps the market two years later, but Octodec (JSE: OCT) announced that a mistake was made in a dealing by an associate of a director back in November 2022. There was an additional purchase of shares worth R206k by an entity in the Wapnick family that was not disclosed properly.
  • Trustco (JSE: TTO) is in the process of increasing its stake in Legal Shield Holdings to 91.35%. The deal was first announced in April 2024 and there have been addendums to the terms since that date. The circular is currently with the JSE for review and will hopefully be posted to shareholders soon, although the announcement doesn’t commit to a particular date.
  • Anglo American (JSE: AGL) saw limited uptake of its dividend reinvestment plan. Holders of 1.83% of shares on the UK register and 1.17% of shares on the SA register elected to receive shares in lieu of cash dividends.
  • Property funds normally achieve strong take-up of dividend reinvestment plans, but not so at Hammerson (JSE: HMN). The market wasn’t all that interested, with holders of 1.46% on the UK register and 0.94% on the SA register saying yes to shares in lieu of a dividend. That’s even lower than what Anglo American achieved in the mining sector!
  • Obscure group Numeral (JSE: XII) released results for the six months to August 2024. Currently, they have a business that is a Google Partner in South Africa. Much as they try to talk this up, there are over 210 such partners just in South Africa. They are also looking at acquisitions in the biotechnology space. If you can figure out how this fits with a Google marketing business, do let me know. At least they made a profit of $122k for the six months, tiny as that is in a listed context.

GHOST BITES (Bell Equipment | Coronation | Zeder)


A weak second half for Bell Equipment (JSE: BEL)

Will shareholders regret not accepting the take-private offer?

Bell Equipment has released a trading statement for the year ending December 2024. Yes, they are way ahead of time here, which tells you how bad it is. Even with a couple of months to go in this period, they are confident that earnings will be at least 25% lower than the previous year.

The scariest thing is that they didn’t take the “at least 20%” disclosure route that the JSE allows. They went with 25% instead. My suspicion is that the percentage drop for the full-year numbers is going to be frightening, especially since interim HEPS was down just 6.5%.

The second half of the year has clearly been a nightmare, with weaker conditions in the markets that Bell is active in. The share price reacted sharply to this news, down 7% within 30 minutes of it coming out. It eventually closed 4.5% lower.


Coronation uses an old school B-BBEE structure (JSE: CML)

I’m surprised at how little creativity went into this

If you’ve ever wondered how B-BBEE deals were structured in the early days of the legislation, then Coronation has turned back the clock with a notionally funded structure related to the listed shares. It has a defined end date, much like MTN Zakhele Futhi which is now being restructured because the share price is in serious trouble at the time of the deal being unwound. Referencing listed shares in a B-BBEE deal is a risky thing.

At the very least, Coronation could’ve done something at subsidiary level referencing the value of unlisted shares, leaving themselves more flexible at group level. Refer to MultiChoice’s Phuthuma Nathi to see how well a deal like this can actually be structured.

The goal here is to move from 31% Black Ownership to 51% Black Ownership through a combination of an Employee Share Ownership Plan (ESOP) and broad-based ownership scheme (BBOS). The deal will be funded by a notional funding arrangement for 10 years, priced at 85% of prime. Coronation is a cash generative business, so there’s a decent chance of the debt actually being serviced by dividends over that period, at least to a large extent.

The business case is that an improved B-BBEE rating could help them win more asset management mandates, thereby improving dividends over the long term and the deal effectively paying for itself. Sounds great on paper but isn’t so easy in real life.

A “trickle dividend” allowance is used for some of the dividends to go through to the participants rather than servicing the debt. If there’s any meaningful value transfer though, it will be 10 years from now when the shares are sold to settle the notional debt. If that sounds to you like a poor way to incentivise employees, then you’re on the right track in my view. All this does is create expectations of wealth creation that inevitably lead to near-term disappointment. I spent a lot of time in a previous life helping companies restructure deals that didn’t work or didn’t create the desired outcome and Coronation seems to have ignored all the learnings in the market of the past two decades of deals.

As for the BBOS, the beneficiaries have been described broadly. It will be structured as a Public Benefit Organisation (PBO). In my view, they would’ve had far more impact here if they had used this as an opportunity to create a foundation dedicated to developing more Black asset managers in South Africa. They can technically still do that based on how broad the trust deed is, but why not be specific and take the win for the brand?

The IFRS 2 expense related to the deal is R270 million to R330 million. This is a non-cash charge that will hit the income statement. The dilutionary effect on dividends per share is around 1% excluding transaction costs.

At least they used notional funding rather than a bank loan guaranteed by the group. That’s about the only “innovation” that I can really see in this structure.


Zeder flags a worrying outlook (JSE: ZED)

At least they’ve had a busy year of asset disposals though

Zeder Investments operates in the agriculture sector. Over time, they’ve been selling down assets and returning capital to shareholders in an effort to reduce the substantial traded discount to net asset value (NAV) per share. This is nothing unusual among investment groups on the JSE.

For the six months to August 2024, the NAV fell by 17.9% to R2.15. The drop was R0.47 per share, of which R0.40 was due to a special dividend paid to shareholders. In other words, the true performance is a modest decrease in the NAV per share, driven by the valuation of unlisted investments.

In terms of deals, the disposals of the TWK and Applethwaite farming production units, as well as the Novo fruit packhouse operation, are still underway. Competition Commission approval has been obtained for all three disposals, but other conditions are still outstanding. Zeder subsidiary Capespan Agri has also agreed to sell Misty Cliffs (a primary farming production unit) for R45 million, taking the total value of disposals to R713 million. The amount attributable to Zeder is R621 million.

Once the deals close, Zeder intends to pay special dividends to shareholders in line with the recent strategic approach of returning capital to investors.

They are still looking to disposal of the assets in the Zaad portfolio. It doesn’t help that confidence levels in the South African agriculture industry are currently below neutral levels, despite an uptick after the GNU was formed. Aside from the obvious sources of irritation like poor road infrastructure and worsening municipal service delivery, the weather hasn’t played ball recently with droughts.

For context, Zaad is carried on the balance sheet at over R2.2 billion, so there is still a long way to go in Zeder unlocking all the value for shareholders.


Nibbles:

  • Director dealings:
    • Dr Christo Wiese has continued with the shuffling of chairs within his group, with a scrip lending transaction in Shoprite (JSE: SHP) shares to the value of R1.1 billion.
    • An associate of a prescribed officer of Discovery (JSE: DSY) sold shares worth R12.9 million.
    • A director of Motus (JSE: MTH) sold shares on the market worth R3.3 million.
    • Unsurprisingly, a large number of NEPI Rockcastle (JSE: NRP) directors have elected the scrip dividend alternative.
    • I don’t usually focus on director sales to cover taxes on share awards, but there were several examples in one Cashbuild (JSE: CSB) announcement of company insiders selling only enough to pay their tax. The transaction sizes are also modest, so these don’t seem to be zillionaire directors who have endless other cash and don’t need to sell the shares. These are amounts that could’ve been spent on a new car or a family holiday overseas. Given where we are in the cycle and my long position based on Cashbuild looking interesting, I was pleased to see this.
    • A prescribed officer of Mpact (JSE: MPT) sold shares worth R215k.
  • Mondi (JSE: MNP) announced the results of its dividend reinvestment plan, with only modest support from the market. Holders of 1.05% of shares on the UK register and 3.37% on the South African register elected to participate.
  • For property funds, access to capital is critical. The JSE has a deep pool of institutional debt investors, so it’s an important step that Attacq’s (JSE: ATT) Domestic Medium Term Note Programme Memorandum has been approved by the JSE. In case you want to flick through the terms of such a thing, you’ll find them here (all 103 pages of them).
  • Mantengu Mining (JSE: MTU) has managed to convert creditors of subsidiary Langpan Mining into shareholders by settling R23.4 million worth of debt through the issuance of listed shares. The issue price is R0.84 per share, a discount of just 3% to the 30-day VWAP. That’s a pretty big show of faith from those creditors, although I’m guessing they have some concerns about the recoverability of their debt and this was part of the decision.
  • A major shareholder in DRA Global (JSE: DRA) (Gency Support Limited) clearly wanted to reduce exposure before the potential delisting, with its ownership percentage falling from 12.25% to 8.79%.
  • Kibo Energy (JSE: KBO) achieved nearly unanimous approval to sell Kibo Mining to Aria Capital, turning the company into a cash shell and preparing it for the reverse listing of a much more interesting portfolio of assets.

What does a tyre business know about fine dining?

The Michelin Guide is like the Oscars of the restaurant world. Chefs dream of them, diners flock to them, and some restaurants even wish they could send them back. But how did we end up in a world where a tyre company’s opinion of your dinner is worth so much?

Picture this, if you will: it’s 1900, and cars are barely a thing. Roads are terrible, gas stations are rare, and people who own cars are a mix of genuine driving enthusiasts and daredevils. Enter the Michelin brothers – André and Édouard. They started their tyre manufacturing business in 1889, and were keen to make more sales. But how could they do that if there were barely any cars on the road? The answer was simple – they would encourage those who had cars to drive them further and more often, thereby wearing down their tyres faster.

In their minds, what drivers needed was a guide – something to tell them where to fill up, where to get their car fixed, and – of course – where they could grab a bite to eat along the way.

So, the Michelin Guide was born, and it was handed out to motorists for free, filled with handy tips, like how to change a tyre, along with restaurant and hotel recommendations. In the marketing agencies that I work with, this is referred to as a classic value add. Little did the Michelin brothers know that their little guidebook would soon take on a life entirely of its own.

From value add to valuable

Fast forward to 1920, and the Michelin brothers felt that it was time to change their tactic and start charging for the guide. This was a direct result of an incident where André Michelin walked into a garage and found one of their free guides being used to prop up a workbench. Talk about disrespect – and André wasn’t having it. He realised that people value what they pay for, and so Michelin began selling its guide, focusing more on the restaurant section (which was by far the most popular) and less on tyre-changing tips.

In 1926, Michelin awarded its first official stars to restaurants offering fine dining. It wasn’t until 1931 that the now-famous three-star system was introduced, and the world of food has never been the same since.

How Michelin stars work

Here’s how the Michelin star system works:

– One star means the restaurant is “a very good restaurant in its category.”

– Two stars signal “excellent cooking, worth a detour.”

– Three stars? That’s the holy grail: “exceptional cuisine, worth a special journey.”

Notice something? It’s all about the food. Michelin doesn’t give stars for the view, the décor, or even the service; it’s all about what’s on the plate. The focus is on the quality of ingredients, the mastery of flavours, technique, consistency, and, of course, creativity.

From France to the world

Although Michelin began in France, it didn’t take long for the guide to spread its culinary influence across Europe. By the 1950s, Michelin was covering countries like Belgium, Switzerland, and Italy. Eventually, the guide made its way to the United States (first stop: New York in 2005), and today, Michelin covers cities all around the world, from Tokyo to Chicago.

The digital age also brought big changes. Michelin’s guide is now available online and through apps, making it easier than ever to track down a Michelin-starred restaurant near you.

Who decides? Meet the inspectors

Michelin’s ratings are decided by anonymous inspectors, who visit restaurants undercover, sample the food and then report their experiences back to head office. They make several visits to ensure consistency before awarding any stars, and they never announce themselves, so chefs don’t get a chance to put on a special show. Since the whole idea is that the restaurant doesn’t know that they are there, they also pay for their meal in full, like any other customer would. 

It’s basically the restaurant world’s version of a blind taste test, which is why chefs sweat bullets when they think they’ve spotted an inspector (spoiler: they usually haven’t).

Pascal Rémy, a seasoned Michelin inspector in France, stirred the pot when he published his tell-all book L’Inspecteur se met à table (The Inspector Sits Down at the Table) in 2004. This bombshell of a book claimed to expose the behind-the-scenes workings of the Michelin Guide. Of course, Michelin wasn’t thrilled about the idea. Rémy’s employment was terminated in December 2003 after he informed Michelin about his book plans. What followed was an unsuccessful court battle, where he tried (and failed) to argue his case for unfair dismissal.

In his book, Rémy painted a pretty bleak picture of life as a Michelin inspector in France – describing the job as a lonely, underpaid grind. Imagine driving around the country for weeks, dining alone at various restaurants, then rushing to meet tight deadlines with highly detailed reports. This wasn’t the glamorous, food-filled adventure many might picture.

Rémy also argued that Michelin had grown lazy, letting its once-rigorous standards slide. Officially, Michelin claimed that its inspectors visited all 4,000 restaurants in France every 18 months, with starred establishments being reviewed multiple times each year. But Rémy called that claim a fantasy. At the time of his hiring, he said there were only 11 inspectors covering all of France, nowhere near the “50 or more” Michelin hinted at. By the time he was fired in 2003, he claimed the number had dwindled down to a mere five inspectors. Five people to cover thousands of restaurants? You do the maths on that one. 

Of course, Michelin denied all of Rémy’s accusations – but they also refused to disclose exactly how many inspectors they had working in France. 

Not everybody wants – or keeps – a star

Unbelievable though it may sound, not every chef wants a Michelin star. In fact, some would rather send it back, like an overcooked steak. Why? Well, for some, the pressure to maintain Michelin’s high standards is just too much. Legendary chefs like Marco Pierre White and Sébastien Bras have famously asked to be removed from the guide. Bras, in particular, said the “immense pressure” of having a star wasn’t worth it anymore. And Marco Pierre White? He walked away from three stars and hasn’t looked back since.

On the flip side, losing a Michelin star can feel like a punch in the gut. For some chefs, it’s not just a matter of pride – it can also impact business and reputation. The loss of a star can sometimes signal the beginning of a restaurant’s decline, both in the eyes of the public and in the minds of chefs themselves. In a few tragic cases, the pressure of maintaining Michelin standards has been linked to mental health struggles in the industry.

The Michelin effect

There’s no denying that Michelin has transformed the culinary world, but it hasn’t come without its challenges. Michelin stars are a badge of honour, sure, but they’re also a source of immense pressure. The chase for stars can push chefs and kitchen staff to the brink, demanding long hours, intense creativity, and near-perfection every single night.

The influence of Michelin doesn’t stop with chefs. It has shaped global food trends, driven culinary tourism, and made fine dining more accessible (well, in theory) to the average foodie. Cities like Paris, Tokyo, and New York have become meccas for gastronomic tourists seeking out Michelin-starred experiences.

But with great power comes great responsibility. Many chefs have raised concerns about the working conditions in high-end kitchens, where the pressure to maintain Michelin standards can lead to long hours, burnout, and sometimes toxic environments. More recently, there’s been a growing movement among chefs and restaurant owners to push back against these extreme pressures, calling for healthier, more sustainable working conditions in the industry.

From a free tyre guide to a global culinary authority, the Michelin Guide’s journey is one of ambition, evolution, and, of course, a bit of drama. It’s a system that can make or break careers, spark controversies, and drive culinary trends. But while the stars might sparkle brightly, the Michelin story is also one of pressure and expectations, both for the chefs striving to earn them and the diners seeking that perfect meal.

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.

Dominique can be reached on LinkedIn here.

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