Monday, July 14, 2025
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Ghost Bites (Copper 360 | Gemfields | MultiChoice | Spar)

Get the latest recap of JSE news in the Ghost Wrap podcast, brought to you by Mazars:


Copper 360 is the best example of “if my grandmother had wheels…” (JSE: CPR)

“…she would’ve been a bicycle”

Copper 360 isn’t off to a great start as a listed company. Investors don’t enjoy surprises, especially of the negative kind. Copper 360 had a pretty terrible year ended February 2024, with much effort put into the announcement to explain why.

Too much effort, perhaps. The announcement takes us to a parallel universe where the group might have broken even, if not for *cue long list of problems*.

Although I’m not quite sure how they’ve estimated these numbers with such certainty, the announcement suggests that they would’ve managed revenue of R162 million were it not for load shedding, the three-month stoppage for the cyclone circuit installation and the poor recoveries. Unfortunately, those things all happened, so they made R38 million instead.

The group raised R490 million in capital and has been spending like mad, with R30 million now in the bank. This has included funding cash losses (R118 million), the Nama Copper acquisition (R131 million) and various capex projects.

Management is bullish on copper prices and on the year ahead in general. Hopefully they will get the company on the right track now, as markets aren’t famous for being patient with new listings that don’t perform as promised.


Gemfields has a gold project in Mozambique (JSE: GML)

You would be forgiven for not knowing this

Gemfields is known for its emerald and ruby assets. There is some other stuff in there though, like Nairoto Resources Limitada, a gold project in Mozambique. Gemfields has a 75% stake in this company. The 25% partner is the same partner that Gemfields has in Montepuez Ruby Mine.

These are very, very early days, as the company is only working towards an indicated mineral resource by the end of the year. This doesn’t mean there is any economic viability at this stage. Gemfields also notes that gold mining is not even part of the company’s long-term strategy, so the goal here would be to either sell the project or find a suitable partner when the resource is understood.

In other words, this might bring some upside optionality to Gemfields in the future, but isn’t worth putting any value on now.


Showmax is devouring capital at MultiChoice (JSE: MCG)

Canal+ is clearly playing the long game here

MultiChoice has released one of the most confusing trading statements that I’ve seen in my life.

The odd footnote below, along with the expected movement range that looks more like a BODMAS maths test than anything else, could’ve been entirely avoided by just having a column showing the expected range for the year ended March 2024, instead of just the expected movement. Then there would be no confusion.

I reckon there’s at least a 50% chance that whoever designed this reporting approach also designed the user interface on the DSTV App:

Once you’ve read it, re-read it and then re-read it again, you’ll see that the headline loss per share got worse. Quite a lot worse, actually. Even on their core earnings metrics, MultiChoice is in the red.

There are a few factors at play here. Aside from the weaker macroeconomic environment, there’s the depreciation of the Nigerian naira (the same problem that has given MTN a bloody nose) and the level of investment in Showmax, which is a nice way of saying that Showmax is incurring huge start-up losses as we’ve seen elsewhere in the streaming industry.

The loss per share (rather than the headline loss per share) has been impacted by a once-off impairment of IT systems of R1 billion. After fighting with the DSTV App yet again the other day as it kept freezing, I have some speculation around which systems those might be.

The metric that has moved higher is trading profit on an organic basis, which means constant currency and excluding M&A. They reference inflation-led pricing and cost optimisation as the reason for this. The foreign exchange impact then ruins that party and takes earnings into the red.

If I was a large MultiChoice shareholder, I would take the Canal+ money.


There’s another drop in earnings at Spar (JSE: SPP)

When does this tide turn?

Pick n Pay is getting all the attention at the moment as the disaster of the grocery sector, but Spar isn’t exactly showing much improvement either. In fact, for the six months to March 2024, things have only gotten worse.

Excluding Spar Poland, HEPS from continuing operations has fallen by between -13% and -3%. This implies a range of 437.9 to 488.2 cents vs. 503.3 cents in the comparable period.

Spar Poland is being shown as a discontinued operation and the company will be recognising a “material impairment” on its assets, with more details to come at the results presentation. Many South African companies have done well in Eastern Europe. Spar isn’t one of them.

Including Spar Poland, HEPS will be down by between -12% and -2%, which is actually better in terms of year-on-year movement than if Poland is excluded. The impairments come through in earnings per share (EPS) and lead to group profitability being crushed by between -98% and -88%.

The pressure on earnings in the core business has come from cost growth above turnover growth, with top-line performance being disappointing. This is particularly poor when Pick n Pay is in so much pain, as Spar should be feeding off that carcass. Of course, the IT issues at the KZN distribution centre at Spar don’t help and are still an issue. The group also notes higher interest costs as a source of downward pressure on profits.

The disastrous SAP implementation in KZN is a gift that just keeps on giving.


Little Bites:

  • Director dealings:
    • A director of a major subsidiary of African Rainbow Minerals (JSE: ARI) sold shares in the company worth R4.75 million.
    • A prescribed officer of ADvTECH (JSE: ADH) has sold shares in the company worth R2.1 million.
  • Sanlam (JSE: SLM) has confirmed to the market that Paul Hanratty has agreed to extend his term as CEO until December 2027.

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

Exchange-Listed Companies

In a move to further bolster its fibre (wood) security and reduce the company’s dependency on external third-party log purchases, York Timber has acquired additional farms. Six properties, including the water rights and standing timber have been acquired from Stevens Lumber Mills for an aggregate R75 million. The farms comprise a total of c. 1,365 hectares.

Marshall Monteagle subsidiary, Monteagle Tool & Machinery, will dispose of its entire shareholding in Monteagle Merchant Group Southern Holdings, which holds a 50% stake in L&G Tool and Machinery Distributers. The stake, which is to be sold to Des Lyle Family Holdings for R64,3 million, is part of the company’s strategic focus to simplify its group structure and to dispose of unlisted investments, which are not wholly owned.

Canal+ and MultiChoice have released the combined circular which sets out the terms of Canal+’s mandatory offer. The offer, at a mandatory offer price of R125.00 per share, opened on 5 June 2024 and will close on 25 April 2025. The French streaming service has acquired in on/off market transactions since its announcement on 8 April 2024, a further 37,9 million MultiChoice shares valued at R4,49 billion increasing its stake to 45.2%. The shares were acquired at a price below the mandatory offer price of R125.00 per share.

Unlisted Companies

Only Realty Holdings has introduced a new specialist division within the group following the acquisition of real estate company Forge Homes. The integration of Forge Homes will expand the group’s capabilities in the new residential development sector. Financial details were undisclosed.

German distribution and services company Biesterfeld Group has acquired Cape-based Aerontec, a supplier and distributor of advanced composite materials and related technology. Its product offering includes an extensive range of materials for marine, transportation, consumer goods and aerospace industries with warehousing and distribution facilities in Cape Town, Johannesburg, Jeffreys Bay and Durban. Financial details were not disclosed.

Eco Atlantic, a TSX-V and AIM-listed Atlantic Margin-focused oil and gas exploration company has, through its subsidiary Azinam South Africa, announced the Farm-In into Block 1 Offshore South Africa Orange Basin. The company will farm-in and acquire a 75% working interest from Tosaco Energy and will become operator of a new exploration right. Tosaco Energy intends to transfer its remaining 25% interest to newly formed BEE entity OrangeBasin Oil and Gas.

DealMakers is SA’s M&A publication.
www.dealmakerssouthafrica.com

Weekly corporate finance activity by SA exchange-listed companies

The proposed recapitalisation of Brait will include a fully underwritten equity capital raise of up to R1,5 billion with the proceeds retained by the company for general working capital purposes, potential investment in existing portfolio companies and repayment of Brait Group debt. Titan Financial Services will underwrite the offer which will be priced and underwritten at a 25% discount to the 5-day VWAP preceding the announcement. Brait has secured irrevocable undertakings to support the capital raise from Titan and other shareholders collectively holding 43% of the Brait’s ordinary shares.

RCL FOODS has released further details on the unbundling to shareholders and the listing of Rainbow Chicken. The company will undertake a pro rata distribution in specie of Rainbow shares in the ratio of 1 Rainbow share for every 1 ordinary RCL FOODS share held. The unbundling, which does not require shareholder approval, is anticipated to be on 1 July 2024. The trading of Rainbow shares on the Main Board of the JSE will commence on 26 June 2024.

Capital & Regional PLC will issue 8,089,516 new shares at an issue price of R11.67/£0.48 per share in lieu of a final dividend resulting in retained profits of R94,4 million.

Sirius Real Estate will not be offering a scrip dividend alternative to shareholders but for those wishing to receive a dividend in the form of shares, the Dividend Reinvestment Plan (DRIP) will be available.

The Odd-Lot Offer price per Putprop share of 311.60038 cents represents a 5% premium to the 30-day VWAP of the share at the close on 3 June 2024. The company intends to repurchase 5,959 Putprop shares for an aggregate R19,486. The results of the offer will be released on 25 June 2024.

Gaia Fund Managers a South African impact infrastructure specialist asset manager has listed the Gaia Renewables 1 Limited (GR1) B Preference Share on the Cape Town Stock Exchange’s Equities Market and Impact Board on 31 May 2024. Gaia will apply for secondary listings for the GR1 B Preference Share on the Botswana Stock Exchange, Nairobi Stock Exchange, and Ghana Stock Exchange.

The suspension of trading on the JSE by Oanda PLC was lifted on 5 June 2024 following the publication of outstanding financial statements.

Powerfleet will delist from the Tel Aviv Stock Exchange with effect from 29 August 2024. The company’s shares will continue to trade on The Nasdaq Global Market and the Johannesburg Stock Exchange.

A number of companies announced the repurchase of shares:

On 3 June Thungela Resources completed its share repurchase programme with the repurchase of 3,307,667 ordinary shares. The shares, which represent 2.35% of issued share capital were repurchased at an average price of R133.21 per share for an aggregate R441,6 million.

In line with its share buyback programme announced in March, British American Tobacco this week repurchased a further 124,055 shares at an average price of £24.26 per share for an aggregate £3 million.

Prosus and Naspers continued with their open-ended share repurchase programmes. During the period 27 – 31 May 2024, a further 3,173,298 Prosus shares were repurchased for an aggregate €107,32 million and a further 231,995 Naspers shares for a total consideration of R886,46 million.

Three companies issued profit warnings this week: Copper 360, MultiChoice and The Spar Group.

One company withdrew a cautionary notice this week: Trustco.

DealMakers is SA’s M&A publication.
www.dealmakerssouthafrica.com

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

DealMakers AFRICA

Morocco’s YoLa Fresh has announced a US$7 million pre-Series A funding round led by Al Mada Ventures. Other investors in the round include Algebra Ventures, E3 Capital, Janngo Capital and Dutch entrepreneurial development bank, FMO. The YoLa Fresh platform connects farmers directly with retailers and food service companies. The agritech plans to expand across the rest of Africa in the future.

Construction e-commerce platform, Bosso has raised US$400,000 in pre-seed funding from Leonard, Launch Africa Ventures, Renew Capital, Change.com and a number of angel investors. The Zambian startup says it has already onboarded over 1,000 hardware stores and has served over 400 homebuilders since it was founded in 2022.

LAfricaMobile, a cloud communication and mobile marketing platform head quartered in the Senegalese capital, Dakar, has announced a €4,3 million Series A fundraise. The round was led by Janngo Capital and also included Aurélien Tchouaméni, Jules Koundé (of the French Football team), the founders of Expensya, Karim Jouni and Jihed Othmani as well as investment funds SouthBridge Investments and Ciwara Capital.

Nigerian oil palm company Presco Plc is seeking shareholder approval for a proposed 100% acquisition of Ghana Oil Palm Development Company (GOPDC) from SIAT SA. The board is seeking to acquire all 70,580,000 GOPDC ordinary shares in issue for c.US$1,77 each. The consideration will be settled through and initial payment of $64,96m, with the balance settled at a future time.

DealMakers AFRICA is the Continent’s M&A publication
www.dealmakersafrica.com

Bridging Gaps: the art of infrastructure investment in South Africa

South Africa’s infrastructure sector combines significant challenges with vast potential, making it a prime target for private equity investment.

As urbanisation and population growth accelerate, it is projected that there will be a R4,8 trn funding gap by 2030, underscoring both a critical concern and a compelling opportunity for investors. Over the past decade, the population has surged by 30%, intensifying the need for robust infrastructure development, and presenting an attractive prospect for private equity firms. Reflecting this urgency, infrastructure investments constituted over 36% of total private equity inflows in Southern Africa in 2022, according to the Southern African Venture Capital and Private Equity Association (SAVCA). This substantial share highlights the sector’s importance, and its promise for significant returns.

Recognising the growing demand and attractiveness of infrastructure investments, we address three pivotal questions that have emerged from our decade-long experience with infrastructure private equity funds: How can we target plays to achieve growth with minimised risks in volatile markets? How can we creatively source competitive deals within these target plays? And what are our options when deals in our target plays are not available?

Where to play

Before delving into the strategies for success, it’s crucial to understand “where to play” – that is, how to identify viable market sectors that offer the best investment opportunities. Investors should consider three factors: conducting a market opportunity analysis to check for end-user demand or government support; evaluating asset availability through recent venture capital deals; and assessing how these opportunities align with the firm’s capabilities. These elements create a robust starting point for future strategic endeavours.

How to de-risk portfolio growth

To mitigate risks in portfolio growth, investors should focus on two main strategies: identifying value chains linked to global megatrends, and constructing scalable platforms.

Identifying value chains positively linked to trends: This entails identifying viable investments by mapping and investigating value chains in infrastructure sectors bolstered by megatrends, such as the green economy, urbanisation, social development, agriculture and food security, and smart infrastructure and technology. These megatrends ensure continuous demand, fostering industry growth and reducing risks of demand fluctuations. For example, in the renewables sector, Singular has observed investments encompassing both photovoltaic manufacturing and energy services merged with site and construction management, as well as operations. In logistics, we have seen the establishment of an integrated logistics, ports services and cold storage platform.

Building platforms to de-risk growth: Investors can further mitigate growth risks by using their existing competencies to sell similar products to new customer segments, thus achieving growth through market diversification. For example, expanding their addressable market presence from investments in companies that solely target the grid, to selling solar generation directly to consumer and industrial segments, allows firms to minimise risk. This proximity to core operations enables testing opportunities before making substantial investments, and capitalising on market opportunities early, requiring very little time to develop new products/services. Additionally, entering new value chains enhances financial stability by diversifying revenue and creating resilience against market shocks.

How to creatively source investment options

In the competitive landscape of infrastructure investing, innovative sourcing is essential to access new growth avenues.

Substituting imports for local production: Investors can explore opportunities in local value chains that are overly reliant on imports. By partnering with key importers – especially from regions like China – to establish local production, firms not only fortify local industries, but also gain an early-mover advantage. This strategy can lead to competitive dominance, as previously imported goods are replaced with locally produced alternatives.

Influencing policy to unlock growth: Additionally, investors can identify sectors that are ripe for growth, but are currently hindered by restrictive policies. By understanding policymakers’ interests, and demonstrating how their investments align with those interests through a compelling case (e.g., through case studies or impact calculations), investors can advocate for beneficial changes. Such advocacy can open new growth avenues and secure an early-mover advantage. For instance, reforms that encourage renewable energy adoption can create a conducive environment for investing in solar and wind projects.

Identifying carveouts from non-infrastructure companies: Targeting carveouts from sectors like retail, oil and gas, mining, manufacturing and pharmaceuticals offers strategic acquisition opportunities that are less competitive and potentially undervalued. These companies often possess extensive but underutilised infrastructure assets, presenting ripe opportunities. By systematically identifying these assets, from physical infrastructure to logistical capabilities, firms can integrate them into their existing operations, creating synergies and enhancing portfolio strength.

How to move outside of your core sectors

Diversification is critical, particularly as current sectors begin to saturate, and given the dynamic nature of infrastructure investments tied to external developments (e.g. rise of the internet, shifted investments to new areas like data centres). Investors should consider investing in emerging sectors to spread risks. While this requires significant time and resource investment to build new competencies, the benefits of diversification can lead to early-mover advantages and increased funding by addressing critical infrastructure gaps. However, expanding into less familiar sectors can dilute a firm’s focus, unless managed with a clear strategy. The aim should be to select sectors where the firm can use its existing strengths or acquire new competencies that complement its core operations.

Closing Thoughts

Investing in South Africa’s infrastructure sector offers lucrative opportunities but demands strategic foresight and adaptability. By de-risking portfolio growth, sourcing investments creatively, and diversifying into emerging sectors, investors can thrive in this dynamic market. As South Africa progresses, wise investors can play a pivotal role in driving development while earning substantial rewards.

Anneline Sonpal is a Partner and Malcom Mangunda an Associate | Singular Group.

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

DealMakers is SA’s M&A publication.
www.dealmakerssouthafrica.com

Unlocking Africa’s potential: The rise of AI investment on the continent

Investing in Artificial Intelligence (AI) technologies is no longer a luxury. It is a necessity to make sure countries are prepared for the changes and challenges that lie ahead.

In the dynamic landscape of technological innovation, AI stands out as a transformative force with seemingly endless potential.

Lloyd’s Register Foundation conducted a study in 2021, to assess whether people across the world believed that AI would hurt or help. African participants in the survey expressed significant scepticism, with some regions in Africa indicating concerns that AI would prove to be dangerous. This scepticism is perhaps not unfounded when considering that similar reservations have been expressed by the likes of Stephen Hawking about the possibility that AI will outwit and oust humans altogether over time.

Notwithstanding any scepticism, experts concur that AI will be transformative, and is here to stay. In Africa, the use of AI tools is currently more likely to be embedded in broader technology solutions to address civic and socio-economic imperatives. In line with this, several key investments were made in AI across Africa, in 2023 and 2024, with a focus on sectors such as healthcare, agriculture, finance and education.

While these investments are a positive indicator, it is important to note that Africa is still contending with a digital literacy divide. Statista reports published in 2024 indicate that the highest level of internet penetration in Africa is in Morocco, at 91%, and the lowest level of internet penetration is a startling 10.6% in the Central African Republic. This digital divide is likely to continue to affect the prospects of AI investment in Africa, with more investments being focused on territories where there is access to internet connectivity, and where there are higher levels of digital literacy across the citizenry. The unfortunate result of this is that the countries that are most in need of AI tools that can improve their lives are unlikely to be the recipients of these technology developments without investment in reducing the digital divide at the outset.

In its Heartbeat report on the TOP AI companies in Africa in 2023/2024, Sovtech found that the global AI market was valued at “$428 billion and is projected to escalate dramatically from $515,31 billion in 2023 to an astounding $2025,12 billion by 2030”. In terms of Africa, it reports a startling contrast for the AI market in Africa, which was only projected to reach “$5,20 billion in 2023, with an expected annual growth rate of 19.72% leading up to 2030, culminating in a market volume of $18,33 billion”.

These statistics provide a positive outlook that the use of and investment in AI is likely to grow substantially in Africa and the rest of the world, albeit disproportionately.

Chat GPT and Gemini have dominated the headlines as AI tools suited to mainstream use; however, the use of AI has far more novel and extensive uses in various other industries across Africa.

Cliffe Dekker Hofmeyr’s Pro Bono and Human Rights practice has been involved in supporting and advising Kwanele, a non-profit organisation that has integrated an AI chatbot into an app that will support victims of gender-based violence to get the necessary guidance and assistance from any location in South Africa.

Some other notable developments are highlighted below, with reference to various industries in Africa that have already been the beneficiaries of AI investments.

AGRICULTURE

In 2023, KaraAgro reported on an AI project empowering Ghanaian cashew farmers by employing unmanned aerial vehicles equipped with AI-driven disease detection capabilities. These aerial robots meticulously collect data from the leaves, stems, and trunks of cashew trees. By identifying pest and disease symptoms before they become visible, farmers can take timely action to prevent serious crop damage. Another AI initiative predicts post-harvest shortages and excesses; this technology aims to improve the prediction models for crop yield, supporting greater food security for Ghana and the broader region. Given the unpredictability inherent in managing smallholding farms, the project will assist farmers to gain a more sustainable income. These innovative AI solutions hold promise and are key developments in the areas of agricultural productivity and food security, directed to enhance crop monitoring, pest control and yield optimisation, addressing food security challenges across the continent.

FINTECH

The use of AI has flourished in the fintech industry, where investments in AI-based fintech solutions have expanded to provide access to financial services, improve credit scoring, and combat fraud in the banking and financial sectors. Sygnia Itrix FANG reports that it has taken the initiative to allow South African investors to align with the Johannesburg Stock Exchange’s first AI-focused, actively-managed, exchange-traded fund, and secure access to high-growth technology and AI stocks at the touch of a button.

EDUCATION

In the education sector, AI-driven educational tools and platforms have been implemented to enhance learning outcomes, personalise learning experiences, and develop skills for the future workforce. Mtabe, an education-tech start-up uses AI to provide personalised learning to students in Tanzania by analysing every student’s learning style and progress, and then generating learner-specific content tailored to each student’s individual requirements.

INFRASTRUCTURE

Omdena – a Palo Alto-based, grassroots AI organisation – participated in a challenge to leverage AI to predict the infrastructure needs of African countries (by considering various data sources, such as satellite images; socio-economic data; climate and topological data; population and demographic data; Google Trends; Google business data; and social media data) and to understand the aspirations, needs and sentiments of people living in the region. This project is indicative that AI will be a formidable tool in assessing and planning for infrastructure development across the continent.

CONCLUSION

These are good examples of how – by fostering an enabling environment that encourages innovation, entrepreneurship and skills development – Africa can fully harness the transformative power of AI to drive socio-economic development, and to address the multiple and monumental challenges that have not been addressed, through the use of technology augmented by AI.

The prospect of any investment in AI in Africa is promising, but it is clear that more can be done to support the reduction of the digital divide, and to ensure that there are proactive policies and a commitment to inclusivity for Africa to chart a course towards a future where AI serves as a catalyst for prosperity, empowerment and sustainable development across the continent.

“In investing, what is comfortable is rarely profitable.” — Robert Arnott

Tayyibah Suliman is Sector Head of Technology & Communications and Lutfiyya Ramiah a Candidate Attorney at Corporate & Commercial | Cliffe Dekker Hofmeyr

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

DealMakers AFRICA is a quarterly M&A publication
www.dealmakersafrica.com

Ghost Stories #40: Fedgroup does things differently

Listen to the show using this podcast player:

Does Fedgroup think differently about preserving and growing wealth for their clients? Perhaps their position as one of the largest beekeepers in the country answers that question. In this show, Michael Field (General Manager: Investments) joined me to unpack the way Fedgroup thinks about investing.

The JSE has a small (and shrinking) pool of assets being chased by deep pools of capital. Alternative assets can offer inflation protection, diversification and stability in a portfolio that still includes exposure to traditional asset classes like equities and bonds.

After all, when the market can throw a lot of red numbers at you on your brokerage account in a tough year, having assets that are focused on stability and inflation protection can make all the difference.

For those who prefer to read, the full transcript of the show is available further down.

And remember, this podcast is for informational purposes only. Nothing in here should be taken as advice.

Download Fedgroup’s corporate profile here


 

Full transcript:

The Finance Ghost: Welcome to this episode of the Ghost Stories podcast, and it’s going to be a super interesting one today. Although I feel like I always say that, because we always have such good guests on the show and such great topics to unpack. Today we’ve got Michael Field, who is the General Manager: Investments at Fedgroup. If you read your Ghost Bites for a period of a couple of months, you would have seen the Fedgroup branding on it, you might have seen some of the articles placed in Ghost Mail unpacking some really interesting and relevant investment topics. Michael, I think today we’re going to bring a few of them together and just use this podcast as a really good way for you to get Fedgroup’s thinking out there from an investments perspective and a portfolio construction perspective. I think you guys do have some pretty interesting approaches and you do think quite differently to a lot of other people in what you do. Welcome to the show and I’m excited to do this with you.

Michael Field: Thanks so much for having me. Looking forward to it.

The Finance Ghost: Let’s start with this concept of capital preservation and what it really means. I think we very much live in a world right now where inflation is a consistent theme. It hasn’t exactly disappeared, not that it ever really disappears in South Africa, but this higher-for-longer interest rates story just seems to be gaining momentum at the time of recording. There are some big US data releases coming out this week. We’ll see what that means for the Fed, but on the whole, it’s very much been a narrative of higher interest rates for longer and the rest of the world is largely compelled to follow what the Fed is doing, otherwise it causes all kinds of other problems for their currency and everything else.

From a capital preservation perspective, in this high inflation, high interest rate type environment, is it enough to actually just preserve the nominal value of your capital? I have a million rand today, and I just want to make sure that I still have a million rand next year or a little bit more from a savings account. Or does capital preservation actually mean something different?

Michael Field: In short, it’s probably better phrased as value preservation. As you said, we’re in really strange inflationary times. I think it’s a bit of an odd one where Covid has kind of synced up everyone’s interest rate cycles. And as you say, we are totally beholden on what’s happening in the likes of the US. We were actually having a discussion the other day, and remember we were sort of chatting around – when was it? Almost a year and a half ago – and everyone was expecting that in January 2023, rates were going to start coming down.

We sit so much further down and we’re still there. So I think inflation is going to be with us a fair while longer. It’s about preserving value.

The Finance Ghost: In terms of preserving value, is that a nominal thing? I have a million rand. I still want a million rand. Or what does it actually mean? Preserving buying power and actually making sure that down the line, you’re not worse off in two or three years time than you are today?

Michael Field: I think it’s about buying power. We tend to operate in very low volatility, or certainly that’s how we look to place our investments. I think there’s an element of that asymmetry: if you lose 10%, you’ve got to gain 11% to get back to where you started. So I think that’s maybe another angle of it; preserve your buying power, make sure you’re still going to get what you used to get.

And I think that extends beyond official inflation. It depends on who the individual is and how they experience inflation. Obviously, food is something that hits all of us, but depending if you’re looking to buy a car or get into the housing market, whatever it might be, how each person experiences that cost and their personal inflation is really what it’s about.

The Finance Ghost: I always look at cars and I always think if people actually did the maths – you’re not just paying off the car you have right now. Theoretically, you should also have a little sinking fund for the next car you want to replace this one of an equivalent level, and that’s why you’re seeing this proliferation of Chinese brands on South African roads because people who bought a 3 Series seven years ago absolutely cannot replace it with a 3 Series today. You need a million bucks. And that wasn’t the case seven years ago. So to your point, inflation is very specific to individuals. But you’ve also touched on an important point there, which is don’t lose money. And it sounds so obvious; no one wants to lose money. If it was so easy, then no one would ever lose money. And I guess that’s a big part of the thinking. It is a bit of risk aversion, I suppose. Loss aversion. Would you say that’s something that is quite baked into your thinking at Fedgroup?

Michael Field: We’ve obviously got a broad range of products, but where we started back in 1990 was a fixed rate product. That was the first product we ever offered, and I suppose a lot of that is carried through in our thinking. For us, there’s that broader element as well. We like to think about some of the different elements when it comes to investing, and sometimes that also has to extend to the individual and almost some of those psychological factors for them. Investing 101 is don’t sell the dip. But we know that it’s avoiding that irrational fear and those types of fears.

Where we can construct products and help people to get past some of their own fears and some of those sorts of things, it’s an unconventional way of helping people to meet their outcomes. It’s not simply about what is that underlying investment doing, although that’s obviously a very important factor. What are some of the other things you can build in there that are going to help people get to that outcome?

The Finance Ghost: In your articles and in some of the stuff I’ve read coming out of Fedgroup, there is a little bit of a bearishness around South African equities in general, and I’d like to unpack that a little bit with you – where that’s coming from and what makes you feel that way and how you think about this. Are South Africans really being paid a premium for the risk they are actually taking by holding South African equities? Obviously it is a cyclical thing. So it’s one of those classic stories where, depending on your starting point and your end point, you can come up with five different answers to suit a specific thing. But on the whole – because I actually share a lot of that viewpoint – is around some general bearishness, around SA equities I do most of my stock picking, to be honest, is offshore. There are obviously some gems on the local market which are well worth owning, in my opinion. But a lot of my equity exposure does sit outside of South Africa for a whole lot of reasons. I’m keen to understand your bearishness around SA equities as an asset class in general.

Michael Field: Sure. So I think that there’s quite a few elements which almost individually wouldn’t necessarily paint the same picture, until you start to stack them up. Maybe to state the obvious, we’re talking about listed equity. That is where we have that more bearish stance.

I think some of it has got to do with the nature of running equities on a larger scale. Particularly if you look at some of the factors in the South African economy, there are more investable assets in terms of the likes of retirement funds in that then almost the scale of the JSE, particularly if you look at so-called SA Inc., it’s actually a really small pool of assets. If you want to start getting a little bit more creative in some of those stock picks, there’s not that much room to maneuver and take some positions. So we see that sort of distorting some of what’s going on the JSE.

Another very different element of it is, no news to anyone – South Africa has got some challenges. What we see is that smaller companies are a bit more nimble and they’re actually, in our view, doing better than many of the large listed. and I think maybe we’ll come back to it later. But where we play in a lot of the so-called alternative space, we’re seeing better value there than in some of the listed equities. To be clear, our stance is not anti equity, is not that we’re advocating for people not to be holding equities. Absolutely. All our multi asset funds are holding substantial equity positions onshore and offshore.

It’s that we think for so long, equities performed relatively predictably.

As long as you’re willing to be in there for a five year period, you’re going to get really good returns. We haven’t seen that for a while. And I think it’s causing people to sort of go back and relook at what is diversification. What does it actually mean to construct a broader portfolio?

That’s a lot of what we’ve been doing for quite a while now.

We are saying we see a fair bit of stuff we don’t like in the equity space, but also we see other areas that we think present better opportunities. It’s kind of some push, some pull when we’re looking at that.

The Finance Ghost: I think the larger equities in South Africa are struggling because they have this systemic exposure to basically the country. Just look at Vodacom, looking for growth in somewhere like Egypt and then the challenges that actually brings. And there are plenty of examples of South African large caps that are really struggling to do revenue growth outside of single digits. It’s very, very tough for them to grow. A lot of smaller companies can grow because they’re taking market share as disruptors. Capitec, that’s probably the biggest success story of democratic South Africa, and a lot of that was because of market share. They’ve basically just come and eaten the lunch of the traditional banks. So the banking sector can either be this very dull thing, depending who you look at, or it dished up one of the most exciting equity opportunities of modern day South Africa. So I agree, there’s a lot of interesting opportunities in the smaller stuff.

Michael Field: Absolutely. Where the big listed guys have to occupy most or every market segment, if you get into some of the smaller entities and some of the guys operating outside of that listed space, they can dominate a niche and do really well. For us, those are some of the more exciting places.

The Finance Ghost: Let’s move on to this topic of balanced portfolios and what these actually are, what this actually means and the rule of thumb, and I’ll leave it to you to give those traditional thoughts around balanced portfolios. But then to also touch on how you guys think about alternative investments, which you raised earlier in our discussion. So let’s bring in that conversation and just explain the Fedgroup thinking around building out a wealth portfolio and what that actually looks like.

Michael Field: I think the traditional approach of a 60/40 split or a 70/30 split – the mere fact that I can say two numbers and you know that I’m talking about equities and bonds as only two asset classes. And that’s what for so long has meant a balanced, diversified portfolio.

What we’re seeing in these somewhat unusual times with what’s going on globally, many of those funds are not really performing and certainly not performing like people are used to. In our view, what has come to mean diversification is having a few different flavours of the same thing in a basket. I sometimes use the example of banks since we touched on them earlier. Let’s keep using that.

They are so heavily affected by what’s happening to the repo rate. It’s such a big driver in those businesses. Whether you’ve got green bank or blue bank actually makes no difference to what’s happening on that lever. So for us, it’s to take that step beyond just the one business and look at what are some of those really big underlying levers that are affecting them. How does one construct a portfolio that is diversifying away from that?

Of course, one of the other big overarching themes is just plain sentiment. Again, if we go into the alternatives, that allows you to be less affected by so much of that sentiment. You see some really good businesses sitting at ridiculous multiples just because of sentiment, and vice versa. You see some businesses think, how on earth are people still buying this? For us, it’s about saying, okay, what’s actually underlying this? What’s going to drive it? And so if we then segue that into alternatives, that’s a lot of where we are finding this real value for our customers. What do we mean by alternatives? Very clearly they are not all the same. In many ways, alternatives is just “other” in terms of the category. It is everything else.

We were very specific about what we are interested in using within that alternative segment. What we’re interested in is things that are typically tangible. What we’re talking about there is how do we get back to so-called real investments, things almost closer to your primary activities. A couple of the sectors that we are very active in is agriculture, another being green energy. We’re one of the largest solar installers across the country. I’ll maybe touch on that again a little bit later.

We also look at simple business models that are robust, that can offer a lot of the characteristics that an investor is looking for. For example, we talked about inflation earlier. Everyone’s trying to hedge and protect themselves against inflation. One approach to that might be going down various derivatives and buying inflation cover and whatever it might be, that can be quite an expensive way of trying to cover yourself from that risk. The other approach is to say, okay, within the agri space, we know ultimately we’re selling food, and food tends to shift with inflation fairly directly. And so high inflation, low inflation, we’ve got what we refer to as some of that natural hedging coming through. Similarly, currency is another one that people are trying to protect their buying power. And again, to continue on that agricultural example, about 85% of the agri ventures that we’re invested into, that produce is being sold offshore. We look at sectors where there are different options in terms of where it gets sold. So if the US starts to cool off, there are other areas, be it Asia, Europe, where that produce can still be sold into relatively hard currencies versus the likes of the rand. So you’re getting currency hedges there.

What we’re not interested in is all sorts of snake oil. There’s a lot of noise in this alternative space. People coming with all sorts of private equity where it’s totally unsecured, lending into all kinds of obscure – you have no idea what’s actually under there. That’s not at all the space that we’re playing in. For us, it’s about saying, how do we get proper security for our clients into assets that are going to provide them the profile of investment and profile of return that they’re looking for?

And then just the last point around this: we really specialised in these assets. So when say that we are investing in agriculture, we’re not just writing a cheque and having a look at the financials to decide if that business is doing what it’s supposed to. We have people on those farms at least once a month. We have Internet of Things devices on those farms measuring what they’re doing. We have teams of agronomists, independent experts across the country, making sure we know what’s going on. We’ve recognised where there is additional value to be unlocked. So we know one of the major shortages in our agricultural sector is actually bees. Fedgroup is one of, if not the largest beekeepers in the country. And we did that so that we can protect those agricultural investments. More than that, we know that where we go and install beehives, we’re seeing 30% yield increases on those farms. There’s fairly little an investor can do in the likes of the listed space or something that’s going to produce a 30% uplift in that business. For us, that’s where we’ve really specialised. We’re not simply writing a cheque and doing a traditional credit or private equity type of investment.

The Finance Ghost: There really are all sorts of things in the private asset space, to your point. And I think what you guys do is pretty unique. I can’t say that I’ve seen anyone else really doing it, certainly not to the scale that you are doing it. It’s something that was discussed on a previous Ghost Stories podcast with Grant, the CEO of Fedgroup, and we unpacked some of the returns in there. You guys have got that very cool app that lets people go in and invest in these. And you make the point: it’s bees. It literally is as real as that. It’s this very, very interesting alternative portfolio, and I think it does maybe speak to just the breadth of the offering at Fedgroup, because it’s really everything from big balanced portfolios all the way down to literally someone being able to say, “I want to start investing, maybe the markets scare me a bit, or I’m not sure I understand them, or I want some diversification, I want something a bit more real”. There’s obviously also the ESG angle to it, frankly, which is to go and invest in things that are actually just good for the planet, like bees, and to go and be able to actually save and invest in this stuff is quite an interesting offering. And of course, it’s not just the feel good. I mean, it offers a genuine return, some inflation protection, and decent upside along the way. I think that’s the overarching point here, is by potentially not being fully exposed to just big equities, you can actually still have investments that grow.

This is not to say you need to give up growth, but you are bringing in the value of diversification and having something different and a nice yield underpin. And that does talk to your DNA as a group, obviously, which comes from the sort of fixed income style investing. These balanced portfolios do have a place and it’s how you balance them that is obviously different and what actually goes in there and that changes over time. But I think for a lot of investors who came into the market during the pandemic, they kind of don’t understand why you wouldn’t just be in equities. Because that’s all they’ve known, is zero interest rate environments. What is this thing called yield? I just want to own the fancy Cathie Wood stocks. Roaring Kitty is back on Twitter. Everyone’s in GameStop again. The meme stocks are back. I mean, it’s all the chaos, right? But that’s not real life. And that’s why these interest rates have stayed higher for longer, because the Fed effectively needs to cleanse a whole lot of the monster that their monetary policy actually created during the pandemic. That doesn’t lend itself so well to equities over the long term. Equities is a great asset class, but it’s not going to be the rocket ship that people experience from 2020 into 2021. I mean, if it was like that every year, well, one, we would all be fabulously wealthy, but two, inflation would be completely out of control. The checks and balances would not work there.

Michael Field: Absolutely. I think you’ve again touched on some of the reasons why we are a little bit bearish.

I think sometimes people are surprised. They see Fedgroup, they see a very innovative company. The reality is, yes, we are very innovative, but we’re actually really conservative. That’s why we’ve really developed this name for these very stable investments, whether those are. We offer a lot of fixed rate investments, where clients are exposed to those underlying assets, and they tend to be really quite low volatility type of investments. We also work a lot with the independent advisor market, and I can’t tell you the number of advisors who said to me, thank goodness I’ve got you in my clients portfolios. The number of times I’ve had to go and show them a page full of red numbers. Thank goodness I’ve got a green number next to Fedgroup. And that’s exactly where we see it forming that part of a portfolio. Again, and we touched on it in the beginning, I’m not advocating for this to be 100% of a person’s portfolio. What we’re seeing people typically using is in the order of 20 to 50, depending on what it is they’re trying to achieve, where they are in their life, whatever it might be. That’s where they’re using some of these real low volatility type of things that I think we’re a bit of a specialist and certainly very well known for. Of course, that’s how we’re using it in some of our various multi asset funds as well on those types of ratios.

The Finance Ghost: As we start to bring the podcast to a close, I think the key message to really take out from this, from what I’m hearing, it is possible to achieve real growth and to do it with stability. So growth ahead of inflation, but to do it with stability and to do it with asset classes that are distinct from your traditional balanced portfolio kind of thinking. Would you say that, in a nutshell, that really is the sort of Fedgroup approach to these things and why someone should actually look to go and do further research into Fedgroup and the offerings that you’ve got?

Michael Field: Absolutely. It’s that solid foundation to a portfolio. Are many of these things going to give you a 20% or 25% turn in a year? No, but at the same time you’ve got a very low probability that they’re going to do, less than 5% or less than 8%, frankly. Certainly the chance of you getting a red negative number in there is really low. People are really enjoying – particularly in South Africa today – that they’ve got one less thing to worry about. So that’s where we’ve seen some phenomenal growth in people coming to us to meet these sorts of needs.

I think people these days are very chuffed with a 10% return that doesn’t give them sleepless nights, and that’s what we’re looking to offer.

The Finance Ghost: I think when I was a teenager, as I recall, my grandmother had a little bit of money that kind of came our way early, and it really was a little bit of money. And the deal was we had to invest it. I’m 99.9% sure that it was a Fedgroup income fund that it went into. I can actually recall getting the statements as this impressionable young teenager, so I actually have a bit of history with Fedgroup too, going all the way back. Not quite back to when you started – I’m not old enough for that, but back to my teenage years. I do think Fedgroup was my first ever investment product. So there’s some cool history with the brand.

Michael Field: I’ll try look up Ghost on the system, see if anything comes up.

The Finance Ghost: Yeah look, if you have a ghost in the machine, you have different problems rather than me.

Michael Field: No, but that’s so cool.

The Finance Ghost: I thought you’d appreciate that story. So I would point anyone who wants to go and find out more about what you do and how you do it to go and check out Fedgroup.co.za. Well, by the time you access the site, it might be different, but right now, if you went on, you’d be met by a hand holding some playing cards and a statement that gambling is for the casino, not your investment portfolio, which I think talks quite well to how you guys think and what you guys do. So, Michael, thank you so much for your time today. I’m assuming those who want to connect with you directly can do so on LinkedIn.

Michael Field: Yeah, that’s probably the best channel.

The Finance Ghost: Okay, fantastic. And otherwise, as I said, go check out Fedgroup.co.za. Go have a look at what they do. And Michael, thanks for all the support in Ghost Mail and for bringing Ghost Bites to people for the months that you did. Really appreciate it. And to the listeners, thank you so much for being here, and I look forward to you joining me on the next podcast.

Ghost Bites (Capital Appreciation | Nictus | Ninety One | Sygnia | Trustco | Vukile | York Timber)

Get the latest recap of JSE news in the Ghost Wrap podcast, brought to you by Mazars:


Juicy growth at Capital Appreciation (JSE: CTA)

The dividend is up 21% in this technology group

Capital Appreciation has released a strong set of numbers, with revenue exceeding R1 billion and up 19%. That set the tone for the rest of the numbers, including a 75% increase in cash generated from operations. The terminal estate (the point-of-sale machines out there) increased by 9%.

EBITDA margin expanded by 480 basis points and HEPS was up 83%, so the numbers are all strongly in the right direction wherever you look. The full-year dividend increased by 21%.

Although acquisitions (like the R151.1 million Dariel deal) had an impact on metrics like revenue growth, the reality is that the company had the balance sheet to execute on those acquisitions. This is inevitably a better outcome for shareholders than a share-for-share deal that grows the group but dilutes existing shareholders and impacts HEPS. In the case of Dariel, the deal was structured as a cash payment of R46.9 million and an allotment of treasury shares worth R37.1 million. There will be further payments if earn-out targets are reached.

Here’s the really interesting thing though: in this period, it was the payments segment that achieved the magic, with a rather incredible scenario where an extra R38 million in revenue led to an extra R33 million in operating profit. Talk about growth dropping to the bottom line! In the software business (which includes Dariel), things are a lot trickier. Revenue was much higher (with the acquisition making a big difference here), yet operating profit actually fell from R79 million to R56.5 million.

Luckily, the pressure in the software business wasn’t enough to offset the party in payments.


Nictus has flagged a significant jump in HEPS (JSE: NCS)

But we should wait for full details of the impact of IFRS 17 on these numbers

Companies that are impacted by IFRS 17: Insurance Contracts are reporting numbers that really are difficult to compare to results that came out before this standard was implemented. We are seeing this across the financial services industry, with other companies like furniture retailer Nictus being affected as well.

It’s therefore best to wait until the release of detailed results on 28 June before jumping to conclusions about the underlying performance. For now at least, we know that HEPS for the year ended March will be between 19.24 cents and 21.56 cents, an increase of between 57.43% and 77.43%.

The share price in this tiny company is R0.95.


Ninety One is struggling to move forward (JSE: N91 | JSE: NY1)

Without strong distribution, pure asset managers are struggling with outflows

As you’ll also see in Sygnia further down, net outflows are a problem for asset managers. The groups with a strong wealth management / distribution business are still achieving net inflows as they have a sales force out there doing the hard yards. The asset managers waiting for asset allocations aren’t so lucky.

Ninety One reported a drop in assets under management of 3% for the year ended March 2024, with negative net flows of £9.4 billion. That’s at least better than the negative net flow of £10.6 billion in the comparable year. It looks worse if we consider average assets under management rather than just the end-points, with that metric down 8%. Assets under management at year-end came in at £126 billion.

Despite this, profit before tax was up 2%. Adjusted operating margin wasn’t as encouraging, down by 70 basis points to 32% as adjusted operating profit fell by 8%. That’s probably the right metric to consider, along with the the dividend per share falling by 7%.

Here’s a chart showing you what the interest rate cycles do to net flows:


Sygnia achieved decent growth in earnings (JSE: SYG)

The payout ratio has decreased though

Sygnia has released its results for the six months to March 2024. With assets under management and administration up by 7.3%, they are doing better than some other big local names in the industry. In this period, market performance more than offset the net outflows of R11.2 billion. Worryingly, the net outflows are much worse than R5.1 billion in the comparable period, so the growth in assets is being driven by volatile factors rather than a steady inflow of assets.

Institutional assets under management came in at R269.8 million at the end of March vs. R71.5 billion in retail assets.

Revenue is up 8.7% and expenses increased by 8.0%, which means there was margin expansion. Profit before tax increased by 10.2%. HEPS was up 9.7% to 100.7 cents, so the revenue growth is translating nicely into earnings growth.

The dividend hasn’t quite followed suit though, only increasing by 3.4% to 90 cents per share.


Trustco has announced the diamond resource estimate for Meya Mine (JSE: TTO)

The cautionary announcement has been withdrawn

All the way back in July 2023, Trustco announced that Sterling Global Trading would take a 70% stake in Meya Mining. The circular hasn’t been released yet as the resources report on Meya Mine was pending. This report has now been released. with Z Star Mineral Resource Consultants having prepared the estimate.

As a reminder, Trustco holds a 19.5% interest in Meya Mining with a total investment of $116 million.

The estimated value of the 1.99 million carats at Meya Mining is $763 million, of which $104 million is in the indicated category and $659 million is inferred, based on an average value of $382 per carat. The assessment was based on an area of land that is less than 5% of the combined strike lengths of the kimberlite domains within the licensed area.


Vukile feels proud of the latest financial year and with good reason (JSE: VKE)

This is one of the best REITs on the JSE right now

Vukile has released results for the year ended March 2024. Across the South African and Spanish portfolios, net operating income growth was up 5.4% and 11% respectively. There were positive rental reversions in both portfolios, with South Africa at +2.9% and Spain at +9.7%.

The loan-to-value ratio of 40.7% is at a healthy level for a REIT and they have no issues in raising both debt and equity funding, with strong support across the market.

With total funds from operations per share up 6.7% and the total dividend for the year up by 10.5%, it’s little wonder that there are investors who are happy to keep giving money to this management team.

Those who hold shares in Vukile should take note of the dividend reinvestment alternative, with that circular available here.


York Timber is acquiring additional farms (JSE: YRK)

The purchase price is R75 million

York Timber announced a deal with Stevens Lumbar Mills that will see York acquiring six properties, the standing timber thereon and the related water rights. The market value has been estimated as R75 million and the purchase price has been set at this level.

R30 million is payable up-front as a deposit, with the rest funded through the raising of debt by York. This will need to happen within 120 days of the signature date of the deal.

This is a Category 2 transaction, so there is no shareholder vote.


Little Bites:

  • Director dealings:
    • The CEO of Thungela (JSE: TGA) put in place a collar structure over shares worth R67.4 million. The put strike price is R134.72 and the call strike price is R183.43, with expiry in June 2026. The current price is R132, so technically the put is already in the money. He is hedging against further downside, while giving away upside above the call strike price.
    • A director of ADvTECH (JSE: ADH) sold shares worth R3.8 million.
    • A director of Northam Holdings (JSE: NPH) has purchased shares worth R944k.
    • Aside from a sale by a director linked to share options, we also saw the company secretary of Impala Platinum (JSE: IMP) sell shares in the company worth R665k.
    • A director of Collins Property Group (JSE: CPP) has bought shares worth R450k.
  • As I did the other day with a similar trade by the same parties, I’m including this separately to director dealings as an institutional investor with board representation isn’t quite the same thing. Still, it’s good that Capitalworks has bought another R14.6 million worth of shares in RFG Holdings (JSE: RFG).
  • Datatec (JSE: DTC) has released the circular dealing with the scrip dividend alternative for the 130 cents per share dividend. The scrip dividend is calculated with reference to the 30-day volume-weighted average price (VWAP).
  • If you are interested in learning more about Santova (JSE: SNV), then you can refer to the latest analyst presentation made by the company at this link.
  • The trading suspension on Oando (JSE: OAO) has been lifted now that the company has caught up on its financial reporting.

Ghost Bites (British American Tobacco | Copper 360 | Momentum Metropolitan | MultiChoice | Pan African Resources | RCL Foods)

Get the latest recap of JSE news in the Ghost Wrap podcast, brought to you by Mazars:


British American Tobacco flags a weak first half (JSE: BTI)

Delivering the full-year guidance will depend on the US market

The British American Tobacco share price is trading at the same levels as ten years ago. Sure, there’s been volatility along the way, but the direction of travel is sideways, This is despite so much rand depreciation over that period. I have always struggled to understand the investment case here. Even the current dividend yield of nearly 10% isn’t a good enough total return to justify exposure, with the company constantly on a price-volume treadmill as global tobacco industry volumes are expected to fall 3% this year.

I couldn’t help but notice that the illicit vapour trade is now a problem. Illicit cigarette trading has been around forever. It seems that the crooks have also hired ESG consultants now, focusing on the New Categories instead. This is a particularly problematic situation in the US market, but there are proposed enforcement bills in 20 states. Such bills have only been enacted in 3 states thus far.

This is one of the reasons why revenue for the first half will be down low-single digits, along with adjusted profit from operations. This is on a constant currency basis. They are hoping for a much better second half, driven in part by management initiatives in the US market. Encouragingly, they expect operating cash flow conversion of over 90% again in 2024.

Further cash flow came in from the completion of the sale of 3.5% in ITC, unlocking substantial funds for share buybacks to try and drive earnings per share and inject some upward momentum into the share price.

By 2026, the goal is 3% to 5% revenue growth, along with mid-single digit adjusted profit from operations growth.


Copper 360 is off to a pretty awful start as a listed company (JSE: CPR)

There’s a very big miss of earnings forecasts here

Copper 360 announced that its headline loss per share for the year ended February 2024 will be between -10.5 cents and -12.0 cents. Compared to the previously published forecast HEPS of 2.9 cents for the same period, this is a very ugly miss.

They attribute this to inadequate crushing capacity, poor recoveries due to low acid solubility and delays in regulatory approval of funding for the acquisition of Nama Copper, which means that processing could only commence in March 2024 vs. the original plan to commence production in December 2023.

This is the same company that reported suspected market manipulation to the FSCA in April, believing that uncommercial trades led to a drop in the traded price. I haven’t seen the outcome of that complaint, but perhaps they should be focusing on their operations rather than obsessing over the share price.

Hopefully things will improve going forward. The market doesn’t appreciate a start like this.


Momentum Metropolitan’s growth has slowed in the latest quarter, but still looks good (JSE: MTM)

IFRS 17 does impact the comparability of these numbers, though

Momentum Metropolitan has released numbers for the nine months to March 2024. They reflect very strong growth in new business, but there’s a major change here. The present value of new business premiums (PVNBP) is now calculated using a risk-free discount rate rather than a discount rate that includes a risk premium. This is due to changes under IFRS 17. This has the impact of inflating the growth rate, showing 20% growth in new business. I didn’t see any disclosure of what the growth would be without that change.

This is a complicated group that ends up being a mixed bag when you look at the various operations, but management sounds pretty happy with the numbers. It does seem as though they have some struggles with costs at the moment, negatively impacting the value of new business.

Assets under management in Momentum Investments improved by 15% to R602.6 billion, but the acquisition of Crown Agents Investment Management added R57 billion of the total increase of nearly R79 billion.

One of the other highlights was an improvement in the claims ratio at Momentum Insure, improving the underwriting performance significantly.

Performance on a per-share basis will be boosted by significant share buybacks, which the group is managing to do at a substantial discount to the embedded value per share thanks to where the market is trading.

The group will share more information about the medium- and long-term strategy in July 2024.


The MultiChoice circular for the Canal+ offer has been released (JSE: MCG)

This deal has been going on for months now

The real action in the Canal+ activity around MultiChoice started in February, although the parties had already been in discussions for well over a year. Clearly, Canal+ sees MultiChoice as a juicy strategic opportunity, in line with the broader consolidation plays we are seeing in the media industry in response to the strength of global giants like Netflix.

After some initial tough negotiations around a price of R105 per share, the parties eventually agreed to cooperate at a price of R125 per share. Although structured as a mandatory offer, this is a price well above the R105 mandatory offer that the MultiChoice board would’ve advised shareholders not to accept. In other words, they’ve effectively accelerated the process by being willing to pay up. As I said, Canal+ sees this as a great opportunity.

Canal+ is headquartered in France and has 26.4 million subscribers, including 17 million outside France. The Africa subscriber base has nearly doubled in five years, with Canal+ having operated on the continent for over 30 years, starting in Senegal in 1991. They are now present in more than 25 African countries. The group has bigger global ambitions, having acquired a minority stake in a group called Viu that offers streaming in Southeast Asia and the Middle East. They are also the largest shareholder in Scandinavian operator Viaplay.

This is a massive opportunity for the South African film and media industry, where MultiChoice is already entrenched. Stories can be created here and taken to a global audience, not unlike Netflix has done with some of its regional hits. Purely wearing my South African hat here, I would love for this deal to go through.

Considering that MultiChoice was trading at R75 before the initial non-binding discussions in February, the price of R125 is a major premium. I struggle to see a reason why shareholders should not accept this, unless some are trying to be too cute and hoping for a bigger take-out premium down the line if Canal+ lists on the JSE as part of parent company Vivendi potentially splitting its group into several listed entities. Even if that happens, there’s no guarantee of a meaningful premium coming through at that stage. R125 is a good offer, as confirmed by the independent expert declaring it to be fair and reasonable, with valuation work suggesting a range of R113 to R129 per share, with a likely value of R120 per share.

Before we get too carried away here, there are various regulatory approvals required to make this happen. The decision doesn’t lie solely with shareholders. The good news is that the Phuthuma Nathi B-BBEE structure sits at South African subsidiary level, so it is unaffected by this offer. This is yet another excellent reason to structure B-BBEE deals in subsidiaries rather than listed holding companies.

The limitations on control of foreign broadcasting services are less simple. They haven’t quite figured out how this will work yet. Here are the options put forward in the circular:

Those who don’t accept the offer will remain MultiChoice shareholders, but be aware that a 90% acceptance could lead to a squeeze-out scenario that will force remaining shareholders to accept the offer.

The offer is in cash and the bank guarantee of R34.4 billion has been provided by JPMorgan Chase Bank in South Africa. Canal+ already holds 45.2% in MultiChoice, so this amount covers the acquisition of the rest.

In an unusual element of this offer, no irrevocable undertakings have been sought from MultiChoice shareholders.

Perhaps I’m just blind, but I didn’t see a table of costs in the circular. With major international banks on the deal, the fees must be eye-watering. Standard Bank was paid R5 million purely to act as independent expert, which we only know because they disclosed this in their report.


Pan African Resources has agreed a five-year wage deal with NUM (JSE: PAN)

This deal is for employees at Barberton Mines

Pan African Resources has injected some certainty into its expense forecasts through a five-year wage agreement with the National Union of Mineworkers, the representative union for certain categories of employees at Barberton Mines. The deal lasts until 2029 and works out to an average annual increase of 5.3% per annum.

The current deal with UASA (the other union at Barberton Mines) runs until June 2026, providing for increases of between 5% and 6% depending on CPI. If CPI moves lower than 4% or higher than 7.5%, the parties have a once-off opportunity to renegotiate the increase.

The employee share ownership scheme at Barberton Mines was due to mature at the end of June 2024, but early settlement was agreed in March 2024. Over 2,200 employees received final maturity payments, with over R40 million in dividends having been paid to employees during the lifetime of the scheme.


The chickens are flying the coop at RCL Foods (JSE: RCL)

The proposed separate listing of Rainbow Chicken has been announced

This has been a long time coming. RCL Foods has been positioning itself for years to let Rainbow Chicken spread its wings, leaving behind a food business that allows shareholders to choose a risky option (the chicken group) or a safer option (the rest).

Unlike some of the recent activity we’ve seen in which a broken group tries to sell off a good company and list the remaining shares (Transaction Capital – WeBuyCars and the upcoming PicknPay – Boxer deal), this is just a standard unbundling of Rainbow Chicken. The shares will be declared as a dividend in specie to shareholders and will be separately listed. There’s no approval required by shareholders as their exposure to Rainbow Chicken doesn’t change. They simply hold it directly.

Look out for an abridged pre-listing statement on 10 June that will give all the required information about the business ahead of the unbundling on 1 July.


Little Bites:

  • Director dealings:
    • An associate of a director of Collins Property Group (JSE: CPP) bought shares in the company worth R379k.
    • This is a useful signal, so I’m putting it right at the top of this section: a director of a major subsidiary of Stefanutti Stocks (JSE: SSK) bought shares in the company worth R153.7k.
    • The CEO of Sirius Real Estate (JSE: SRE) bought shares in the company worth £9.9k in a self-invested pension. A person closely associated to him also bought shares worth £5k. But then, in a trade going the other way, a senior executive of the company sold shares worth £216k.
    • The company secretary of Tiger Brands (JSE: TBS) received R234k worth of shares in the company under the share incentive scheme and sold the whole lot.
    • The spouse of a director of Astral Foods (JSE: ARL) bought shares in the company worth R73k.
    • Inexplicably, a director of a major subsidiary of PBT Group (JSE: PBG) bought 61 shares in the company at a total amount of R450, without getting clearance from the company. Perhaps he was checking if the button works. Or something.
  • Although Sibanye-Stillwater (JSE: SSW) didn’t release a SENS announcement, there were widespread media reports of an illegal sit-in underground at the Kroondal mine as part of protest action around annual payments under the employee share option scheme. They are not entitled to any such payments, according to the company.
  • Chris Seabrooke is retiring as an independent non-executive director of Transaction Capital (JSE: TCP). He will still be involved in the Mobalyz debt restructure until December 2024.
  • Putprop (JSE: PPR) will move forward with its odd-lot offer at a price of R3.2718040 per share. As there are only 100 shares being repurchased from each shareholder, there’s really no arbitrage opportunity here despite the current market price being R3.20.

Ghost Bites (Brait | Fairvest | Mahube Infrastructure | Marshall Monteagle | MAS | Sirius Real Estate)

Get the latest recap of JSE news in the Ghost Wrap podcast, brought to you by Mazars:


Brait takes a 17% bath in a single day (JSE: BAT)

Here they are, tapping the market to try fix the balance sheet

Brait’s share price chart is a wonderful way to see exuberance, disappointment and then utter despair all in one place, showing us beautifully when the JSE was fertile ground for investment holding companies that convinced the market that they were Very Clever Indeed and worth investing in:

I’m no technical analyst, but that chart pattern isn’t one that I think you’ll find in many textbooks. It also doesn’t tell the full picture, as those who avoided the absolute murder from the peaks of 2016 still got smashed anyway by the pandemic, with the share price down 95% over the past five years:

It really has been an awful experience. Virgin Active was severely broken by the pandemic, but it’s not like there was an encouraging balance sheet heading into the pandemic.

Although the partial disposal of Premier (which is now separately listed) did wonders for the debt on Brait’s balance sheet, the problem is that it now has convertible bonds and exchangeable bonds that it has little chance of dealing with in the current environment. This has necessitated a recapitalisation of the balance sheet, with the maturities on the bonds extended by three years to December 2027. An equity raise of R1.5 billion will be needed, with the convertible bonds to be repaid up to R150 million and the exchangeable bonds up to R750 million.

Your maths isn’t letting you down. This means they are raising more than they need. They will use the excess for general working capital, investing in existing portfolio companies or repayment of debt.

Does it make sense to do an outsized capital raise when the share price is so depressed? A 17% drop on the day of the announcement probably answers that question.

A strong clue is found in the news that Titan Financial Services (part of the Christo Wiese stable) will underwrite the equity raise in full. No surprise there, with the rights offer priced at a 25% discount to the theoretical ex-rights price. Basically, if you don’t follow your rights, you are donating value to Titan.

The announcement goes on to remind the market that Premier is hoping to pay a maiden final dividend for the year ended March 2024. Over at Virgin Active, the EBITDA run-rate has improved but they are still running below pre-pandemic levels. New Look is reporting flat EBITDA.

All this, a highly leveraged balance sheet and the ever-present risk of a rights offer with Titan swooping in to get more equity? No thanks. I would rather clean the showers at the gym than hold these shares.


Fairvest reports modest growth in the dividends (JSE: FTA | JSE: FTB)

That wasn’t a typo – there are two classes of shares

Fairvest has reported earnings for the six months to March 2024, with like-for-like net property income up by 7%. The loan-to-value ratio has improved to 32.6%, which is a comfortable place for a REIT to be.

Fairvest has two classes of shares, so they report the movement in net asset value (NAV) and the dividend for each class of share. The A shares enjoyed a 13.4% uplift in NAV and 5% growth in the dividend. The B shares weren’t so lucky, with the NAV down 1.5% and the dividend up 1.3%.

The distribution per A share increases by the lesser of 5% or the most recent consumer price index, with the B shares then carrying the variability in underlying earnings. In other words, the B shares ride the wave of good times and bad times.

If you annualise the distribution on the A share, you get a yield of just under 9%. The guidance for the B shares is a full-year distribution of between 41.50 cents and 42.50 cents, with the company expecting to be at the upper end of this. Assuming they hit 42.50 cents, that’s a 10.9% forward yield on the current price of the B shares.

Over the past five years, the A shares did much better than the B shares during tough times:

But over the past year, you can see how improvements in the property sector have driven the B shares:


Mahube Infrastructure reports improved performance in the renewable energy assets (JSE: MHB)

Prepare yourself to read about negative revenue in the base period

You won’t often see a company talk about negative revenue, yet here we are with Mahube Infrastructure pointing out that revenue improved from -R14 million (!) to R68 million. For this to make any sense at all, you need to see the income statement that shows fair value changes in the underlying financial assets going through revenue:

Moving on from this strange situation, we find the company enjoying a more positive narrative around the wind assets, leading to revised forecasts and positive fair value movements. The company has investments in two wind farms and three solar PV farms. The assets sell electricity to Eskom under 20-year power purchase agreements. Dividends received from the investments increased from R18 million in the comparative period to R50.1 million in this period (as you might have noticed in the table), so cash flow into this group has improved.

This was enough for the full-year dividend to be 55 cents per share, up from 45 cents per share in the prior year.

The tangible net asset value is R10.52 vs. R9.91 in the comparable period. The share price of R4.99 is a substantial discount to NAV and a rather appealing dividend yield, but be very careful of the almost non-existent liquidity in the stock.


Marshall Monteagle to sell its stake in a South African tool distributor (JSE: MMP)

The buyer already holds the other 50% in the company

Marshall Monteagle announced that it has agreed to sell its 50% stake in L&G Tool and Machinery Distributors. The stake is held by a subsidiary of the group called Monteagle Merchant Group Southern Holdings. This the entity that will be sold to Des Lyle Family Holdings, which holds the other 50% in L&G.

L&G imports and distributes tools, machinery and household products in South Africa. This isn’t a fit with the rest of Marshall Monteagle’s business, even though the group is a smorgasbord of investments in listed companies, industrial properties and financing and trading businesses internationally. Perhaps L&G simply isn’t a fit because the group isn’t a fan of South African exposure?

Whatever the reason, the price is R64.3 million for the shares and debt in the company. Of this, R13 million is payable up-front and the rest is payable in instalments. Here’s the surprise though: the loan doesn’t carry any interest and they reckon it will take 10 years for the loan to be settled in full, which is an incredibly long time.

I don’t think I’ve ever seen a corporate be willing to take exposure for this length of time. It really makes one wonder why they are even bothering to sell the entire stake now vs. selling it off piecemeal as the buyer can afford it. If the equity value of the business tanks, it’s unlikely that the buyer could afford to pay them anyway.

To try and build in some protection, there are some mechanisms to allow the remaining balance on the loan to be adjusted based on the net asset value at certain milestones.

It gets even weirder when you see the numbers for the business. It has net asset value of R12.7 million and profit after tax of just R301k for the year ended March 2023. Although its possible that the bulk of the value sits in the loans rather than the equity (with the related interest charge then crushing profits), it still raises eyebrows that the price for the 50% stake plus the debt is R64.3 million. That’s a big number vs. the profitability.


MAS is telling a more positive story (JSE: MSP)

Key metrics are up and there’s progress on the balance sheet

MAS is a property fund that owns properties in Central and Eastern Europe. That’s a good place to be right now, as evidenced by metrics like 5% growth in like-for-like footfall for the four months to April and tenant sales per square metre growing by 6%. Occupancy cost ratios are steady and there is good demand from tenants, so life is good at the properties themselves.

The problem is the balance sheet, particularly as MAS doesn’t enjoy a credit rating as high as the large funds like NEPI Rockcastle. In a risk-off economic climate, this makes debt difficult and expensive to raise.

MAS took the approach of stopping dividends years ahead of the bond maturities in an effort to avoid a catastrophe down the line. JSE investors panicked when that news came out towards the end of 2023, as this share price chart shows:

The previous estimate assumed that dividends aren’t paid until the debt maturities in June 2026. On that basis, MAS will need at least €414 million in new capital. Since June 2023, MAS has raised €156 million in new secured loans and signed term sheets for secured funding of another €90.5 million. A positive surprise is that a private placement to an existing noteholder raised €40.2 million in April, with those notes maturing in April 2029. They were issued in exchange for the notes maturing in 2026. They do come with more onerous financial covenants, but it shows what is possible to solve the 2026 problem.

A funding structure with PKM Development, in which MAS has 40% of the ordinary equity, obliges MAS to provide funding to PKM in the form of preferred equity. This structure is designed to provide a stream of development properties for MAS, although the latest approach by the joint venture has been to drawdown on the preference shares (which helps MAS earn a return) and use that funding to buy shares in MAS at the price that is currently a deep discount to the NAV per share. That’s a pretty interesting and supportive approach from the joint venture partner.

Those who enjoy unusual situations and who don’t require dividends might want to dig deeper here.


Sirius Real Estate reports decent growth on a per-share basis (JSE: SRE)

It’s very important to look at the per-share numbers, not the total results

When property funds are growing by issuing shares and executing acquisitions, then total revenue etc. will go through the roof because the fund is literally buying earnings. As a shareholder, you need to consider what the per-share growth has been. This is the way to take into account the dilutive impact of the issuance of new shares.

Sirius Real Estate is a very good example of this. Operating profit was up 28.6% and profit before tax was up 32.4% thanks to valuation gains, but funds from operations (FFO) per share (the key metric) was only 2.4% higher. If cash is king, then cash per share is emperor.

The total dividend per share for the year grew by 6.5%, which is a commendable outcome particularly in hard currency.

Adjusted net asset value per share increased by 1.8%.

The net loan-to-value ratio came in at 33.9%, which is much better than 41.6% at March 2023. Shareholders have been supportive of the various corporate actions, which have included acquiring and disposing of properties and raising equity capital.


Little Bites:

  • Director dealings:
    • Carel Vosloo was recently appointed as an alternate director to Jannie Durand at Remgro (JSE: REM) and he has invested heavily in the company’s shares, buying R24.2 million worth of shares in Remgro.
    • A director of a major subsidiary of RFG Holdings (JSE: RFG) sold shares in the company worth R2.5 million.
    • The new CEO of Bytes Technology (JSE: BYI) has bought shares in the company worth almost R1.2 million.
    • A director of Afine Investments (JSE: ANI) bought shares worth R127k.
    • Associates of the CEO of Spear REIT (JSE: SEA) bought shares with a total value of R41k.
    • There has been further investment by directors of Hammerson (JSE: HMN) under the dividend reinvestment programme. This certainly isn’t as strong a signal as a director investing from funds unrelated to a dividend from the company, but it’s still worth highlighting.
  • I don’t include this as a typical director dealing, as this is an institutional purchase by an investor that has director representation on the board. Still, it’s worth noting that Capitalworks has bought shares in RFG Holdings (JSE: RFG) worth R45.4 million.
  • Between 19 March and 3 June this year, Thungela (JSE: TGA) repurchased shares representing 2.35% of shares in issue. The average price paid was R133.21 per share.
  • Capital & Regional (JSE: CRP) achieved pretty good take-up of the scrip dividend election, which means cash is retained by the company vs. paid out as a dividend. This has a dilutive effect for those who chose to take cash rather than shares. Under this scrip dividend, shares in issue will increase by around 3%.
  • Oando (JSE: OAO) is suspended from trading but is playing catch-up on its reporting. The company has now released results for the year ended December 2023. They reflect a 71% increase in turnover and a swing into profitability.
  • Powerfleet (JSE: PWR) has applied to delist from the Tel Aviv Stock Exchange. The last day of trading of the company’s stock on that exchange will be on August 27th. It will then only be listed on the Nasdaq and the JSE.
  • Salungano (JSE: SLG) released a quarterly progress report, made necessary by the listing being suspended on the JSE. The company is hoping to catch up by July 2024 with the release of interim results to September 2023. They will then need to do FY24 results. The company is dealing with business rescue at Wescoal and court processes around a provisional liquidation hearing for Keaton Mining. And to make everything worse, KPMG suddenly resigned as auditors and the board needs to find a replacement.
  • Tongaat Hulett (JSE: THL) has applied for leave to appeal in the Supreme Court of Appeal against the judgement of the High Court in December 2023 related to the sugar industry levies. If you would like to see what a founding affidavit for the supreme court of appeal looks like, you’ll find it here.
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