Friday, July 4, 2025
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Ghost Bites (Accelerate | Anglo American | BHP | Delta | Dipula | Equites | MTN | Octodec | Santam | South32 | Transaction Capital)

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Accelerate’s rights offer is going ahead (JSE: APF)

The company will raise R200 million in equity

Accelerate Property Fund needs to raise equity to improve its balance sheet. The mechanism to do this is a rights offer, through which the company will raise R200 million in equity by issuing 500 million shares at R0.40 per share.

This is going to be highly dilutive for any shareholders who don’t follow their rights, as the issue ratio is roughly 38.60 shares for every 100 shares held. The offer is renounceable, so shareholders can sell their letters of allocation in the market. If you ignore this completely and neither follow your rights nor sell the letters, it’s going to be an unpleasant time for you.

All necessary shareholder and board approvals have been obtained and the rights issue will now go ahead. This is a fully underwritten offer, with the underwriter receiving R10 million as an underwriting fee (5% of the amount to be raised).


Anglo American suddenly has a plan, which includes demerging Anglo American Platinum (JSE: AGL | JSE: AMS | JSE: KIO)

There’s zero doubt that the BHP discussions have accelerated this plan

The approach from BHP has clearly lit a fire under the you-know-whats of the Anglo American directors. One wonders how long it would’ve taken them to get to this point without the BHP plan

The way Anglo American sees it, they should focus on copper (obviously – this is the best part of the group), iron ore and crop nutrients. The crop side of things will go slower than before, as Anglo also wants to deleverage the balance sheet.

For all the complaining about BHP requiring Anglo to demerge certain assets, the group has now acknowledged that this is the ideal way forward with or without BHP. You’ll notice that there’s no mention of platinum or diamonds in that focus list.

Aside from a potential sale of steelmaking coal and nickel (or the placement of nickel – a battery metal! – on care and maintenance), the big news here is an “orderly” demerger of Anglo American Platinum and a potential demerger or sale of De Beers.

Why are they wanting to sell off De Beers at a time when the diamond market has so many question marks? Remember that this is the same group that literally gifted Thungela to shareholders. Timing isn’t a strong point over at Anglo. Of course, they explain this timing as being a result of the progress in finalising the sales agreement with the government in Botswana.

The other big news is that they want to keep Kumba Iron Ore, which is one of the things that BHP didn’t want. At Anglo level, this means they would also keep Minas-Rio in Brazil.

If they do this, EBITDA margin would increase from 31% to 46%. They would have less than 1.5x net debt to EBITDA and they could maintain the 40% dividend payout ratio.

Management is now firmly on the back foot in trying to convince shareholders not to accept other offers. Any argument along the lines of the buyer requiring extensive restructuring now falls flat, as Anglo is taking that route themselves (and frankly an even more difficult one that includes the sale of unlisted assets, not just the demerger of listed assets).


BHP presents at a mining conference – and there’s an Anglo slide in there too (JSE: BHG | JSE: AGL)

This gives a good visual idea of what the combined businesses would look like

Although Anglo American has now given BHP the cold shoulder twice, this hasn’t stopped BHP from continuing to tell the story of what the combined businesses could look like. At a presentation at the Bank of America Global Metals, Mining & Steel Conference 2024, the CEO of BHP talked through a slide deck (find it here) that included this view on the combined businesses:

Anglo American looks small next to BHP in this context, but you need to remember that BHP is only interested in certain parts of the Anglo American business and would require the company to demerge certain assets (Anglo American Platinum and Kumba Iron Ore) as the precursor to a deal. This is one of the sticking points for Anglo, although the latest plan from the company weakens that argument (as discussed above).


Delta Property Fund enjoyed a strong day on the market (JSE: DLT)

This is what happens when the market was pricing in a disaster that didn’t come

Before all hell broke loose on the Delta Property Fund share price (in a good way), it was trading at R0.18 per share. Late in the morning, the company announced a disposal of two properties for combined net proceeds of R19.3 million, which would reduce the loan-to-value ratio from a very broken 61.4% to an almost-as-broken 61.2%.

This announcement wasn’t enough to excite the market.

Around lunchtime, thing got much juicier with the release of a trading statement. Distributable earnings per share would increase by between 49% and 68% from the base of 11.12 cents in the 2023 financial year. This implies a range of 27.67 cents and 29.78 cents, which is particularly ridiculous in the context of a share price that started the day at 18 cents.

As the market read the announcement and saw the narrative around increased recoveries, reduced administrative costs and ongoing management efforts to improve things, the fireworks started. The share price eventually finished the day 27.8% higher at 23 cents a share, which is still a multiple of less than 1x vs. distributable income per share. It got as high as 29 cents a share in afternoon trade.


Dipula Income Fund’s dividend is going backwards (JSE: DIB)

Expense growth is running well ahead of revenue growth

With revenue growth for the interim period of 9%, you would expect Dipula Income Fund to be telling a positive story in distributable income. But alas, property expenses were 15% higher, so that caused challenges. Efforts to reduce overall operating costs helped drive a 6% increase in net property income, but distributable earnings per share still moved 5% lower. This wasn’t helped by the increased number of shares in issue after the dividend reinvestment programme.

The dividend followed suit, down 5% to 24.57634 cents per share.

The net asset value per share moved ever so slightly higher to R6.60, with the share price of R3.90 reflecting a 41% discount to net asset value. As you’ll see with Octodec further down in Ghost Bites today, this is because the market focuses on yield rather than net asset value unless a fund is actively recycling capital and returning value to shareholders.

Dipula is on an annualised yield of 12.6%.


Equites Property Fund reports a 22.7% drop in the dividend (JSE: EQU)

The main reason is that cross-currency interest rate swaps have been settled

Equites has reported numbers for the year ended February 2024. The properties are performing in line with expectations operationally, with like-for-like rental growth in South Africa of 6.4% and in the UK of 5.0% (in GBP). The loan-to-value ratio has improved ever so slightly from 39.7% to 39.6%. The net asset value is up 3.0% to R17.14, assisted by an upward move in valuations both in SA and the UK.

So, why the 22.7% drop in the dividend per share? There were a number of contributing factors as shown in this chart, with the largest being the settlement of cross-currency interest rate swaps (CCIRS) and thus the income from the swaps no longer being included in distributable income:

Technically, this creates a cleaner set of numbers that are more reflective of the underlying properties and the distributions they can support.

The share price closed 4.4% higher at R13.13.


The pressure continues on the MTN share price (JSE: MTN)

It’s not like the market wasn’t warned here

I sometimes wonder about the level of attention that the market pays to even the larger stocks on the local market. MTN releases its subsidiary results before the group results came out, yet the MTN share price barely reacted to all the bad news at subsidiary level. Only once group numbers came out did the share price react, down 8.5% for the day.

The group numbers tell a tough story, as there’s a vast difference between the reported performance and the constant currency performance. The currency risks in Africa are so baked into the investment case that I would largely ignore constant currency here. It really doesn’t help to keep growing subscribers in Nigeria if the capex is exposed to USD and the naira is falling off a cliff.

The market response seems to be in line with this approach as well, punishing the share price for an 18.8% drop in group service revenue and a 28.7% decrease in group EBITDA, with margin contracting by 580 basis points to 37.9%. Concerningly, the EBITDA margin in South Africa also contracted (admittedly by only 120 basis points), so even the most stable business is struggling.

The group net debt to EBITDA ratio is 0.5x, very well within loan covenant limits of 2.5x. Net interest cover of 5.6x is also fine. The thing to watch for is cash getting stuck in subsidiaries and causing heartache at holding company level, with holding company leverage moving higher from 1.4x at December 2023 to 1.7x.

Capex deployment for 2024 has been revised downwards to R28 to R33 billion, reflecting lower planned spend in MTN Nigeria as they look to reduce exposure to USD-denominated outflows in that business. The previous guidance was capex of R35 to R39 billion, so that’s a major pull-back in spend.

Fun fact: the average prepaid subscriber in South Africa consumed 3.3GB per month and the average contract subscriber consumed 21.9GB, with mobile users at 12.9GB. And therein lies the problem for the telcos: the days of super profits based on voice calls are long over.

It’s important to mention the fintech revenue as well, which is where the telcos have been focusing to try and make up the gap. It increased 25% on a constant currency basis, which is reasonable consumer adoption but also not a thrilling growth rate. Transaction volumes increased by 18.3%.


Octodec’s earnings are down, but the dividend is stable (JSE: OCT)

Things need to improve or the dividend will take a knock at some point as well

For the six months to February 2024, Octodec grew revenue by 4.7%. Sadly, due to expense and finance cost pressures, distributable earnings per share fell by 6.4% to 82.47 cents.

Despite this pressure on earnings, the distribution per share was maintained at 60 cents. They do have some headroom there in the payout ratio, but the challenges for earnings will at some point flow down into the dividend.

The loan-to-value ratio of 38.5% is slightly down on 38.8% a year ago, but has increased from 37.7% at the end of the last financial year.

The net asset value per share has dipped by 0.5% to R24.11. The share price at R9.56 is at a massive discount to net asset value, but the annualised yield is 12.6% and even that isn’t really exciting enough for the risk here. The net asset value doesn’t mean much in this case unless the company is recycling capital at those prices.


Santam is doing well overall, with no shortage of challenges (JSE: SNT)

The underwriting result is within the 5% to 10% target range

Santam has released an operational update for the quarter ended March. It sounds positive overall, with a few areas causing them headaches, like the property book.

In the conventional insurance business, net earned premium growth was 7% and gross written premium was up 10%, with timing differences explaining the mismatch (and expected to reverse during the year). Even if the MTN update further up didn’t have much good news, at least Santam has a positive story to tell about the telco. New business written through the MTN partnership is ahead of expectations. Another highlight was MiWay, which grew gross written premium by 7%.

One of the challenges in conventional insurance has been delayed crop planting due to weather conditions, putting pressure on growth in that type of insurance.

At Santam Re, there was a double-digit increase in gross written premium, but a decrease in net earned premium due to timing differences in unearned premium reserves.

Although South Africa is never short of a disaster or two, the group underwriting margin was within the 5% to 10% target range. This is despite the Western Cape storms and fires in April 2024 with an estimated loss to Santam of R300 million net of reinsurance, which is within the catastrophe and large loss budget for the year.

It helps that yields in the market are still nice and high, allowing Santam to earn 2.3% of the net earned premium in investment returns.

The Alternative Risk Transfer business reported “solid” operating results, but no numbers are given.

The underperformance in the property book is the main issue at Santam, with various management interventions in process like geo-coding and higher excess amounts.


A useful overview of South32’s strategy (JSE: S32)

If you enjoy the mining sector, these conference presentations are useful

South32 also delivered a presentation at the Bank of America Global Metals, Mining & Steel Conference 2024, with the highly detailed slide deck available in all its glory at this link.

I thought that this was a pretty good slide, showing how the group has changed since its demerger in FY15. The focus has clearly been on base metals:


Is Transaction Capital becoming an investment holding company? (JSE: TCP)

This is surely the right accounting treatment going forward

Transaction Capital released a trading statement for the six months to March. Naturally, it starts with a reminder to the market that the company unbundled WeBuyCars to shareholders and raised R1 billion via a placement of shares before the unbundling, with those proceeds used to pay down debt and move to a net cash position at holding company level.

In this period, Mobalyz (which houses SA Taxi) made a core loss from continuing operations. They are running the business to preserve cash rather than generate a profit. Although those two things might sound like they belong together, it’s not quite that simple. Losses can be impacted by non-cash items, like the accelerated impairment in the insurance side of the business due to reduced cover. The funders are in support of this approach.

There’s a clue in this release that Transaction Capital should move from consolidating its subsidiaries to rather accounting for its portfolio as an investment holding company:

“These losses incurred at SA Taxi, its subsidiaries and funding entities, while consolidated in accordance with IFRS at a group level, are not funded by Transaction Capital nor do they impact the equity of Transaction Capital at a holding company level.”

Here’s the even stronger clue:

“As a consequence of the corporate activities in H1 2024, Transaction Capital has achieved its objective of becoming an unencumbered investment holding company with two assets: 100% of Nutun and 75% of Mobalyz (written down to zero) with net cash of approximately R120 million.”

Goodness knows it would be more helpful to understand the movement in net asset value per share of the group in current form than to read about a headline loss per share that is between 22% and 32% worse than the loss in the prior period.

Detailed results are due on 21 May. Perhaps management will talk to the accounting policies going forward at that event.


Little Bites:

  • Director dealings:
    • The CEO and FD of Pan African Resources (JSE: PAN) have both bought shares in the company using a loan and associate collar structure (put/call options to hedge the position). The shares are pledged with a dividend sacrifice as security. You don’t borrow money to buy shares unless you have a bullish view on them.
    • Kore Potash (JSE: KP2) shareholders approved the issuance of shares worth $150k in the company to the chairman. This cash will be used to help keep things going until the EPC contract is finalised.
  • Grindrod Shipping (JSE: GSH) has released the circular dealing with the proposed capital reduction that would see the “selective capital reduction” of the company through the buyback of all shares not held by Good Falkirk (part of Taylor Maritime) for $14.25 in cash. The meeting of shareholders for this proposed deal will take place on June 20th. If the deal is approved, Grindrod Shipping will delist from the JSE.
  • Eastern Platinum (JSE: EPS) released results for the quarter ended March 2024. Revenue fell 12.9% vs. the restated comparable quarter, yet mine operating income increased by 49.5% to $5.3 million. The group made a slight operating loss and thus a net loss attributable to shareholders of $0.9 million. Costs related to the soft restart of the Zandfontein underground operations contributed to the loss. The company still has a large working capital deficit.
  • Sea Harvest (JSE: SHG) announced that the acquisitions from Terrasan have now met all conditions precedent and become unconditional. This makes Terrasan the second largest shareholder in sea Harvest and creates the largest abalone business in the Southern Hemisphere, as well as the largest black-owned diversified fishing business in South Africa.
  • Salungano (JSE: SLG), which is suspended from trading, has released a trading statement for the year ended March 2023. Yes, you read that date correctly. At least they are getting closer to catching up on financial reporting backlogs.
  • Canal+ is up to a 45.20% stake in MultiChoice (JSE: MCG) after recent purchases of shares between R119.44 and R119.66 per share.

Ghost Bites (BHP – Anglo American | Calgro M3 | Insimbi | Mantengu Mining | Raubex | Stor-Age | Vodacom | WeBuyCars)

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



BHP asks Anglo American to dance again (JSE: BHG | JSE: AGL)

They’ve sweetened the deal

BHP’s initial play for Anglo American was met with a firm dismissal by the latter’s board, without any chance of the board taking the offer to shareholders. There wasn’t even engagement with BHP about the offer, at least according to the latest announcement by BHP.

This is pretty much par for the course in corporate dealmaking. It’s rare to see an independent board support the first offer on the table.

As many expected, BHP has now sweetened the deal by increasing the merger ratio i.e. the number of BHP shares that Anglo American shareholders would receive. There is a 14.6% increase in the merger exchange ratio. If the deal went ahead, Anglo American shareholders would own 16.6% in the combined group instead of 14.8% as per the initial proposal.

The offer implies a premium on the “undisturbed market value” of Anglo American’s unlisted assets of 50%. This is calculated based on the value at which Anglo American traded before the press speculation, less the look-through values of the listed assets (Anglo Platinum and Kumba Iron Ore).

The requirement to “demerge” Anglo Platinum and Kumba Iron Ore is still there in the revised proposal. BHP doesn’t want either of them. This means that in addition to the shares in the merged entity, Anglo American shareholders would also receive shares in Anglo Platinum and Kumba Iron Ore.

This is still not a firm intention to make an offer under UK takeover law. BHP is simply testing the resolve of the Anglo board and their willingness to take this price to shareholders, assuming BHP is willing to go ahead with the offer.

It didn’t take Anglo long to reject it once more, with the group focusing on the unappealing nature of the demerger structure as well as the price. The company highlights the regulatory complexity and costs of the demergers, the burden of which would be made to fall on Anglo shareholders under this proposed deal.

Of course, BHP could go the hostile takeover route and approach shareholders directly. That’s a very expensive and time consuming process though, which is why it is rarely followed.

BHP has until 22 May to make a firm offer, or to confirm that it does not intend to make an offer.


Calgro M3 finally declares a dividend (JSE: CGR)

Shareholders have been asking this question for a while

Calgro M3 has certainly made the most of a period in which revenue decreased in the residential property segment, leading to group revenue dropping by nearly 16% despite a solid increase in cash receipts in the Memorial Parks segment.

The drop in revenue was far less severe by the time we reach gross profit, which only fell by around 2% as gross profit margin moved higher. Along with other efficiencies in the income statement (particularly a sizable drop in administrative expenses), profit before tax actually increased by nearly 7%. You won’t often see this kind of result at profit level when revenue has dipped like that.

Thanks to extensive share buybacks (a whopping 18.5% of shares in issue in the past year), HEPS growth was much more exciting. It increased by 24% to 189.87 cents, which means the share price at R5.75 is still on a very modest Price/Earnings multiple.

Considering the success of the buybacks, it came as a surprise to some to see the company finally declare a dividend. Although shareholders had been raising this point, it seemed like the buybacks were working incredibly well as a way to return value to shareholders. Mind you, it’s a very small dividend at just 9.49350 cents per share.

The loan to value ratio has moved higher, from 31.04% to 31.97%. Shareholder will keep a close eye on this, as buybacks and dividends shouldn’t be so extensive that the balance sheet becomes too heavily geared.


Insimbi jumps 30% on a cautionary announcement (JSE: ISB)

Welcome to the world of small caps

Insimbi Industrial Holdings released a cautionary announcement dealing with two potential activities that seem to be part of the same transaction.

This includes the repurchase of roughly 11% of shares in issue from certain shareholders, along with the potential disposal of assets held by subsidiaries of Insimbi. Presumably, the asset disposal provides the funding for the repurchase. The announcement doesn’t comment on this, though.

Despite the relative lack of details, the share price rallied 30% on volumes well in excess in average daily traded volume.


Mantengu Mining acquires Birca Copper and Metals (JSE: MTU)

The mining group is scaling and paying for the acquisition with shares

Mantengu Mining is on a growth path and is making it happen through acquisitions. In mining, that’s really the only way to do it unless you have plenty of patience to go through the development phase and all the pain along the way with capital raising etc.

Instead, Mantengu is acquiring Birca Copper and Metals, which mines and processes high grade chrome ore in the North West Province. This roughly doubles Mantengu’s chrome ore supply.

Perhaps most importantly, the deal consideration of just under R30 million will be settled through the issuance of shares in the company based on the 15-day VWAP and with reference to the terms of the GEM Global Yield share subscription facility. The VWAP will be subject to a minimum of R0.60 per share.

It all sounds good, but Birca Copper and Metals only made profit of R2 million in the year ended February 2024 off a net asset value (NAV) of R102 million, so there are some question marks there. Mantengu is only paying roughly R30 million and is thus getting it at a large discount to NAV, but that’s still a high earnings multiple.


Raubex celebrates 50 years in business with great results (JSE: RBX)

Profitability has moved strongly in the right direction

Raubex played its cards close to its chest for the year ended February 2024. They expected an uninspiring outcome from a growth perspective, as the Beitbridge Border Post Project was in the base year and that created a difficult number off which to grow. Despite this, they’ve pulled off revenue growth of 13.8%, operating profit up 20.4% and HEPS up 21.3%. It’s a fantastic outcome.

On top of this, the order book stands at R25.55 billion, up from R20.04 billion a year ago. They attribute this to the diversified business model.

Looking deeper, the Materials Handling and Mining Division achieved very impressive revenue growth of 39.6%, which was enough for operating profit to skyrocket from R168.6 million to R584.7 million. Operating profit margin in that segment more than doubled from 5.9% to 14.6%. The investment in Bauba is clearly going well.

The Construction Materials Division also has a great story to tell, with revenue up 29% and operating profit up 41.1% to R115 million. It’s still a modest business in terms of margins though, with operating margin of only 4.8%.

The Roads and Earthworks Division is one place where the year-on-year impact of the Beitbridge Border Post completion was felt, with revenue down 6.1% and operating profit down 35.1% to R331.5 million. Operating profit margin was 5.8%. Importantly, the secured order book is up 30.2% in this segment.

The Infrastructure Division was good for 17.8% growth in revenue, but this didn’t translate into profit growth. Operating profit fell by 1.9% and operating profit margin unwound from 11.4% to 9.5%. The Beitbridge Border Post Project was in the base period for this division as well, without which revenue and profit would’ve been up very nicely indeed by 42.7% and 120.4% respectively.

If there’s anything to point a finger at, it would be cash generated from operations decreasing by 2.9% despite the major uptick in profits. The blame lies in working capital, with a significant increase in trade receivables and contract assets, along with a much lower move in payables year-on-year. Certainly nothing to panic about right now, but worth keeping an eye on.

Despite the cash trajectory not matching earnings, a final dividend of 92 cents per share has been declared, well up on 76 cents the prior year.


Stor-Age ramps up the third-party management business (JSE: SSS)

This is a useful way to drive return on equity for a property group

Stor-Age is a self-storage property company, not a hotel group, yet the parallels are interesting. In the hotel industry, a major brand (think Hyatt or Hilton) needs to first establish itself through owning and operating its own hotels. Over time, people see the success and want to emulate it with their own properties, so they enter into hotel management agreements that put e.g. the Hyatt name on the door without Hyatt owning the property. This is when hotel companies really start to generate proper returns for shareholders, as there’s now another source of revenue that is earned without capital outlay.

Stor-Age can clearly see the opportunity to boost return on equity (ROE) by earning income off properties owned by others. They’ve been pushing the third-party management business and the latest news is that Hines has entered into such an agreement with Stor-Age for three properties in Kent in the UK. They will be added to the Storage King platform within the Stor-Age stable, helping Hines with a successful UK market entry. Hines has a presence in 30 countries, so forming a strong relationship here can only be beneficial.

With this deal, Storage King now operates 43 properties in the UK.


Revenue may be up, but HEPS has dropped at Vodacom (JSE: VOD)

Just like at MTN, having high-growth African businesses with risky currencies doesn’t work

Vodacom has released results for the year ended March 2024 and they start off very well, with group revenue growth of 26.4%. A chunk of this is thanks to the inclusion of Vodafone Egypt since 8th December 2022. If you look at service revenue growth with Egypt on a pro-forma basis (i.e. assuming Egypt had been consolidated since the start of the year), the number is 9.2%.

That still sounds good.

Then we get to EBITDA growth, coming in at 24.3% as reported, or 7.8% making that adjustment for Egypt. Margin compression, sure, but still decent growth.

It goes wrong below that, with HEPS down by 10.8% thanks to foreign currency losses in Egypt and startup losses in Ethiopia. Vodacom has been copying MTN’s homework here in acquiring African subsidiaries in markets with volatile currencies.

Due to the drop in HEPS, the dividend per share has also fallen by 11.9%. As many investors see Vodacom as a source of yield, that’s not going to be popular. With Egypt now contributing around a quarter of group revenue, ongoing pain in the Egyptian pound will put further pressure on dividend growth.

Are there any silver linings? Well, the so-called “new services” are now 20% of group service revenue, so the efforts to diversify away from charging people for phone calls and SMS bundles have been working. Financial service customers increased by 11.8% year-on-year.

The problem for Vodacom (and its sector peers) is that South Africa, the most stable market of the lot, only grew service revenue by 2.6%. We are a very mature market here where people are spending less and less on their connectivity thanks to data services. This really doesn’t help when inflationary pressure on costs is significant, especially expense lines like energy and security. This is why Vodacom is so keen for the fibre deal to be approved by the Competition Tribunal, with hearings due to commence on 20 May 2024.


WeBuyCars is sweating those assets (JSE: WBC)

HEPS is up 26.1%, yet only one additional car supermarket was opened in the past year

I actually sold a car to WeBuyCars the other day. It was a genuinely excellent experience and one that encouraged me greatly as a shareholder. You know what else encourages me? Revenue growth of 15.9% and core HEPS growth of 26.1% for the six months to March.

In case you’re wondering, core HEPS strips out the transaction costs around the recent listing and non-cash movements on the call option derivative assets linked to certain shareholders. In other words, core HEPS is the actual business without the noise of the Transaction Capital unbundling.

With improved volumes and higher average selling prices, this result has been achieved despite only one additional car supermarket being opened in the past year. This suggests improved inventory turnover, which is a key driver of the economics of the business and a great way to ensure that they don’t get stuck with old stock. Cash generated by operating activities being up by a whopping 96.6% tells you how effective the working capital strategy has been, with only a modest uptick in inventory value despite the growth in sales.

Momentum was good throughout the period, with sales volumes achieving an all-time high in March 2024. This is exactly what is needed as the business looks to open further facilities, with an Eastern Cape supermarket planned to open in June 2024 and land having been acquired in Cape Town and Rustenburg for future development.

The company will consider a dividend when full-year results are released, with a planned payout ratio of 25% to 33% of headline earnings.


Little Bites:

  • Director dealings:
    • The spouse of the CFO of Standard Bank (JSE: SBK) sold shares worth R6.7 million.
    • A director of Harmony Gold (JSE: HAR) sold shares in the company worth R331k.
  • Pick n Pay (JSE: PIK) released a further cautionary announcement regarding the recapitalisation plan for the group. There’s actually no new news in it, with Pick n Pay continuing to refine the plan that will comprise a rights offer of up to R4 billion in mid-2024, followed by the separate listing of Boxer on the main board of the JSE. The share price is down around 13.5% this year, having given up all the gains from the rally during February.
  • If you’re a shareholder in Collins Property Group (JSE: CPP), then look out for a circular dealing with proposed changes to the employee share trust to cater for the special dividend that the company declared after the disposal of Moorgarth by Tradehold. It seems as though the adjustment mechanisms in the trust don’t adequately allow for this corporate action and they are looking to sort that out accordingly.
  • Trencor (JSE: TRE) is a listed shell that will be wound up as soon as possible after obligations under a legacy indemnity have been discharged. The company is engaging with regulators and other parties to try and make the winding up process as efficient as possible after 31 December 2024. This will end in a cash payment to shareholders, so everyone is motivated to make it as quick as possible.

Bond Market: The Landing is of Interest

In the US, the annual inflation rate hit 11% at the end of the 70s and Paul Volcker, the 12th chairman of the Federal Reserve (US Fed) bank started steering the market, perhaps unknowingly, towards a hard landing. To combat inflation at the time, the fed funds rate (equivalent to our repo rate) was hiked to record highs and reached close to 20% per annum. By 1983, Volker’s US Fed was successful in pulling back inflation to 3%, but what followed was a 16-month recession – the first of the double deep recessions in the 80s – while unemployment reached 11%.

Going into 2023 many investors feared that history would repeat itself – that the aggressive rate hikes experienced in 2023 would lead to a recession, or a hard landing. Despite the historical parallels, markets priced in a soft landing – a marginal GDP correction at most, with limited impact on employment numbers. While this soft landing may yet occur, it might require a long runway if it in fact lands.

Missing out on bond exposure is a potential risk

One asset class that should sit at the top of everyone’s watchlist, especially in an environment pricing in a possible rate cut environment, is bonds. Once central banks start cutting interest rates, the existing bonds will likely appreciate as their yield will be more attractive compared to newly issued bonds that are basing their coupon payouts on lower rates. Given the recent returns on bonds, it seems that the risk for investors is missing out on participating in fixed income exposure.

Diversifying away from equities can potentially sacrifice real returns over the long term, but currently, bonds have come up head-to-head with equities when considering their historical returns, while having lower volatility. In the last 10 years, in a declining global inflation and interest rate environment to the end of February 2024, the FTSE/JSE All Bond Index returned 8.1% per annum, 0.2% higher than the FTSE/JSE All Share Index over the same period.

Bonds are outperforming, yet the major difference here is not returns but risk. In the same 10 years, investors would have experienced almost 78% higher volatility in equities than bonds.

There are some positives, in Southern Africa

South Africa goes to the polls this coming May, which will see one of the most contested national elections since 1994. Our next door neighbour, Namibia, has historically been intimately linked to South Africa when it comes to economic indicators, and with that, the country is also going to the polls this November. Growth in Namibia has been robust since the pandemic, primarily driven by its mining sector, owing to favourable commodity prices and promising oil and gas exploration.

The repo rate arbitrage between Namibia and South Africa is not one to look past though, as the country is 50 bps behind the SA borrowing rate, resulting in Namibian banks placing overnight balances mostly in South Africa as they can get a better rate. This difference in rates also means that once the South African Reserve Bank (SARB) starts cutting rates, Namibia will not be as aggressive. This is reflected in Cirrus Capital’s rate forecasts for Namibia as well; as the current rate in Namibia is 7.75%, Cirrus Capital sees Namibian borrowing rates remaining the same throughout 2024 and then some adjustments down from the year 2025 with the rate hitting 6.75% as the lowest the Bank of Namibia (BoN) will go at end of 2026. Diverging away from South Africa, the growth in Namibia could remain persistent, with Cirrus forecasting its real GDP growth to remain above 5% until the end of 2027.

Namibian assets had a stellar performance last year as the S&P Namibia Sovereign Bond 1+ Year Top 10 Index had a one-year return of 13.7% to the end of February 2024 while the S&P South Africa Sovereign Bond 1+ Year Index delivered a total return of 7.5% for the same period. It is worth keeping in mind though that this difference in return is likely due to a higher risk and liquidity premium required by investors to hold Namibian debt instruments.

A big consideration needs to be given also to the growth prospects of Namibia as opposed to the timing of the interest rate cycle. Growth in the country could mean that its deficits are decreasing or have decelerated compared to the past, this then can translate to the government issuing a lower supply of bonds, thereby limiting supply, which can push the prices up.

Simple exposure to bonds through Satrix

Investors looking for exposure to the bond market have options, in the form of Exchange Traded Funds (ETFs). The recent volatility in inflation may have pushed investors to consider bonds not only as a diversifier but also as an asset class that can deliver inflation-beating returns.

Satrix offers investors two local nominal bond alternatives: the Satrix GOVI ETF, tracking the FTSE/JSE All Bond Government Index and the Satrix SA Bond ETF that tracks the S&P SA Sovereign Bond 1+ Year Index. For those interested in securing real returns, the Satrix ILBI ETF tracks the Inflation-Linked Government Index. For non-Namibian residents, both foreign institutions and retailers can get direct exposure to Namibian bonds but the process is via scrip settlement (materialised). There is a dematerialised way to get exposure in Nambian bonds, which is done using the Satrix S&P Namibian Bond ETF. On the offshore side, Satrix offers the Satrix Global Aggregate Bond ETF, which tracks global interest-bearing assets (with 18% exposure to US Treasuries and 10% to Japanese bonds, while also including investment grade credit instruments). This has a no-minimum entry, is cheaper and provides liquidity.

This article was first published on the Satrix website.

Keen to learn more about bonds? Listen to this podcast:

Disclaimer Satrix Investments (Pty) Ltd is an approved financial service provider in terms of the Financial Advisory and Intermediary Services Act, No 37 of 2002 (“FAIS”). The information above does not constitute financial advice in terms of FAIS. Consult your financial adviser before making an investment decision. While every effort has been made to ensure the reasonableness and accuracy of the information contained in this document (“the information”), the FSP, its shareholders, subsidiaries, clients, agents, officers and employees do not make any representations or warranties regarding the accuracy or suitability of the information and shall not be held responsible and disclaim all liability for any loss, liability and damage whatsoever suffered as a result of or which may be attributable, directly or indirectly, to any use of or reliance upon the information.  Satrix Managers (RF) (Pty) Ltd (Satrix) is a registered and approved Manager in Collective Investment Schemes in Securities. Collective investment schemes are generally medium- to long-term investments. With Unit Trusts and ETFs, the investor essentially owns a “proportionate share” (in proportion to the participatory interest held in the fund) of the underlying investments held by the fund. With Unit Trusts, the investor holds participatory units issued by the fund while in the case of an ETF, the participatory interest, while issued by the fund, comprises a listed security traded on the stock exchange. ETFs are index tracking funds, registered as a Collective Investment and can be traded by any stockbroker on the stock exchange or via Investment Plans and online trading platforms. ETFs may incur additional costs due to being listed on the JSE. Past performance is not necessarily a guide to future performance and the value of investments / units may go up or down. A schedule of fees and charges, and maximum commissions are available on the Minimum Disclosure Document or upon request from the Manager. Collective investments are traded at ruling prices and can engage in borrowing and scrip lending. Should the respective portfolio engage in scrip lending, the utility percentage and related counterparties can be viewed on the ETF Minimum Disclosure Document.  For more information, visit https://satrix.co.za/products

Ghost Bites (AngloGold | DRDGOLD | Novus | Sibanye-Stillwater | Trematon)

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



AngloGold’s production is on track this year (JSE: ANG)

Production guidance has been reaffirmed for the year

With the current strength in the gold price, all that investors are asking for is that gold mining houses do a presentable job of getting the stuff out of the ground. AngloGold Ashanti is off to a solid start for the year, with first quarter production in line with plans (up 2% year-on-year) and giving the group confidence to reaffirm full-year production guidance.

This is despite the flooding in Western Australia that has plagued many a mining group, AngloGold included.

The company is now headquartered in the US and the focus is on closing the value gap to North American peers. The group has operations in many countries around the world, ranging from riskier territories like Ghana, Guinea and Tanzania through to developed markets like Australia. They also have significant South American operations. Diversity is helpful for risk mitigation, but also introduces the likelihood of there being something going wrong somewhere in the portfolio, even if only weather related which is clearly outside of their control.

There are obviously many capital expenditure projects at any one time in a group this size. One of the more interesting recent strategic developments is the proposed joint venture with Gold Fields in Ghana, potentially creating Africa’s largest gold mine. Agreement with the Government of Ghana has not yet been reached.


Profits are higher at DRD, but could be even better (JSE: DRD)

Throughput improved throughout the quarter, so next quarter could be stronger

DRDGOLD has released an update for the three months to March. With production down by 3% vs. the immediately preceding quarter ended December 2023, the group wasn’t able to fully capitalise on the improved gold price. The average rand gold price was 5% higher than in the preceding quarter.

Thankfully, with fairly modest cost growth, the group was able to grow EBITDA by 12% despite the production challenges. Remember this is a quarter-on-quarter growth rate, not year-on-year.

The more important news is that two sites at Ergo Mining were finally commissioned in January 2024. This was critical, as legacy sites had been depleted by December 2023. This led to a slower January than the group would’ve hoped for, but things improved strongly by the end of March. This suggests that the next quarter could be a lot stronger, assuming nothing goes wrong. Even then, the delays in March suggest that the group might fall slightly short of production guidance for the interim period.

If the gold price can stay strong, it won’t matter so much.


Novus acquires a Stellies-based AI company (JSE: NVS)

The group hopes to implement the AI technology in its education business

It’s not every day in South Africa that you’ll see deals for startups, especially of the AI variety. This isn’t exactly Silicon Valley, although we do have some activity in the tech scene. The latest Novus deal is evidence that there are founders doing interesting things out there, with a deal to acquire the shares in AI startup Bytefuse held by Marblehead Investments.

It’s important to note right up front that Marblehead is 93.44% owned by Andre van de Veen, CEO of Novus. This is therefore a small related party transaction and an independent expert will need to provide a fairness opinion that assesses the valuation for the deal.

Bytefuse is an AI and machine learning startup based in Stellenbosch that was founded in 2021. Novus sees this as a way to secure AI technology for its education operations like Maskew Miller Learning. This is a typical strategic transaction where Novus is far more interested in the technology than the numbers it is currently generating, with a net asset value for Bytefuse of R7.3 million at the end of October 2023 and a loss for six months to October of R1.7 million.

The deal includes the ordinary shares in the company as well as the different types of preference shares that have been issued at different funding rounds in the company’s history to Marblehead.

It’s a very small transaction by any standard, with a value of only R10.8 million. This will be settled through the issuance of Novus shares at R4.30 per share, a 2% discount to the five-day VWAP.

In addition, Novus will subscribe for ordinary and preference shares to the value of R30 million, taking the Novus holding in Bytefuse to 48.58% of the ordinary shares, 78.93% of the investor preference shares and 50.43% of the founder preference shares.

Novus also has the option to subscribe for a further R20 million worth of shares that would take the holding to 58.87% of ordinary shares and 85.06% of investor preference shares.

In summary, van der Veen is essentially disposing of his interest in the company to Novus in exchange for more shares. Given the obvious conflict of interest that makes this a related party transaction, the market will pay close attention to the independent expert report and especially the way in which the AI technology is integrated with the education offerings.


Disappointing numbers from Sibanye-Stillwater (JSE: SSW)

EBITDA is trending firmly in the wrong direction

Sibanye-Stillwater has released an operating update for the quarter ended March. I’m afraid that it’s mostly bad news, so buckle up.

Let’s start with the silver lining, or perhaps the PGM lining. The US operations have shown a major improvement in EBITDA, coming in at $32 million for the quarter vs. a loss of $36 million in the three months to December. That’s also much higher than $14 million a year ago. In rands of course, it’s even stronger, with EBITDA of R609 million vs. R254 million a year ago.

See? I got your hopes up, only to dash them with a dose of reality. Way down in the announcement, you’ll find a paragraph noting that there was a once-off insurance receipt of $43 million in the US PGM business. Excluding this, there was a loss of $11 million. Sure, it’s better, but it’s still a loss.

In the US PGM recycling operations, EBITDA of $4 million is down from $11 million a year ago and $5 million in the preceding quarter.

This largely concludes the “good” news, with South African PGM operations reporting a sad EBITDA number of R1.46 billion, way down on R3.29 billion in the preceding quarter and in a different postal code to the March 2023 number of R6.95 billion. There have been safety incidents leading to lost production, as well as retrenchments in this business. Of course, the rand basket price dropping severely from R36,433 / 4Eoz a year ago to R24,004 / 4Eoz in this quarter doesn’t help.

If you’re hoping for a solid jump in local gold EBITDA to help offset this issue, you’ll be disappointed. The jump in the gold price was offset by decreased production due to cessation of production at Kloof 4. All-in sustaining cost (AISC) increased to such an extent that EBITDA only came in at R652 million, down from R774 million a year ago and R804 million in the preceding quarter.

Elsewhere in the group, Nickel EBITDA was a loss of R197 million, which is at least an improvement on the loss of R245 million a year ago and R405 million in the preceding quarter. The Australian zinc operations round out a pretty ugly quarter, with a loss of R262 million vs. a loss of R69 million a year ago (and a profit of R164 million in the preceding quarter).

With numbers like these, there’s zero evidence that Sibanye will reverse the slide in the share price over the past few years.


Trematon’s earnings have dropped, but read carefully (JSE: TMT)

NAV is up, provided you adjust for the special distribution

Trematon is an investment holding company that has a diverse portfolio of investments including Generation Education and Club Mykonos, among others.

In a trading statement dealing with the six months to February 2024, the company has noted a drop in HEPS of between 66.1% and 68.8%. You have to be careful though, as a better metric for an investment holding company like this is intrinsic net asset value (INAV). This is down between 2.6% and 3.8%, but there’s yet another nuance to this.

The company paid a capital distribution of 32 cents per share to shareholders in December 2023, so it’s better to adjust for that when assessing the percentage move. The comparable period was an INAV of 421 cents and the current period will be between 405 cents and 410 cents. If we add 32 cents to the current guided range to allow for the dividend, then INAV would’ve been up by between 3.8% and 5.0%.

Detailed results are expected on 17 May, at which point investors can dig into the portfolio properly.


Little Bites:

  • Redefine (JSE: RDF) announced that Horse Group, a joint venture, has agreed to sell undeveloped bulk and excess parking in Poland for just under R500 million. This might end up being higher if a development with a larger residential usable area is approved. This is too small to be a categorisable transaction, so that’s as many details as we get on this deal. With the cautious approach that Redefine has taken to its payout ratio, freeing up capital sounds like a good thing – albeit far away and in a joint venture.
  • Powerfleet (JSE: PWR), the group which merged with MiX Telematics, has changed its year end from December to March to align closely with the date on which the merger became effective (2nd April). For those tracking the reporting calendar, numbers for January to March will be filed by 22nd July. At this stage, guidance of revenue of $285 million and adjusted EBITDA of $40 million has been maintained for the year ended March 2024. If you want to really dig into this company, the 10-K report (as the group is listed on the Nasdaq) for the year ended December is available here.
  • Montauk Renewables (JSE: MKR) released its 10-Q quarterly report, as this is another good example of a Nasdaq and JSE dual-listed group. Sadly, they put basically zero effort into explaining the numbers in their SENS announcements, purely providing a link to the report instead. This is a pity, as they’ve swung from a loss after tax of $3.8 million to profit after tax of $1.9 million. If you want to take a detailed look, you’ll find the quarterly report at this link.
  • EOH (JSE: EOH) has a rather…colourful history. You can now add the weirdest cautionary announcement I’ve ever seen to that track record, with a very odd release on SENS noting that “certain shareholders” have approached the board “regarding the succession plan” and that the board is engaging with shareholders. On the same day, the company announced the resignation of one of the independent non-executive directors, but there’s no indication if this is related or not. I genuinely cannot find any reasons to own shares in this thing, as the most exciting things seem to happen in the boardroom rather than the underlying businesses.
  • After the previous CEO of Bytes Technology (JSE: BYI) left under a dark cloud rather than a cloud of the tech variety, Sam Mudd was appointed as interim CEO. This has now been made a permanent appointment. The investigation into ex-CEO Neil Murphy should be concluded before results are released. Personally, I hope that the relevant parties throw the book at him for the undisclosed trades that drove his resignation.
  • Mantengu Mining (JSE: MTU) announced the appointment of Keabetswe Mogaladi as COO of the group, with focus on the Langpan chrome and PGM mine development as well as general operations in the group.

Costa plenty: the hefty price of human error

It’s been 12 years since images of the cruise ship Costa Concordia, capsized in the shallow water off the coast of Isola del Giglio, made the front pages of newspapers worldwide. How did a $570 million cruise ship end up in this position? Perhaps that question is best left to the people who steered her there.

At the christening of the Costa Concordia in September 2005, the champagne bottle released by model Eva Herzigová bounced off the hull instead of breaking. According to maritime legend, this was a bad omen that spelled certain doom for the ship’s crew and passengers. 

Legends and omens are not reason enough to hold such a significant financial investment back from its intended purpose though, which is why the band played on and onlookers applauded while the remarkably unbroken bottle dangled in mid-air, still suspended from the rope that swung it. 

(In case you were curious, the Titanic wasn’t christened at all before her maiden voyage. That’s just as bad an omen as an unbroken bottle – and we all know how that story ended).

Superstitions, phobias, omens and old wives tales are as enmeshed with seafaring as they are with the human experience as a whole. As new fears abound with the rise of artificial intelligence and self-driving vehicles, it seems like now is as good a time as any to talk about the one thing that we don’t have to stress about with AI: human error. 

A ship of dreams

In 2004, Carnival Corporation commissioned the construction of the Costa Concordia from shipbuilder Fincantieri, with the vessel being built at the Sestri Ponente yard in Genoa. Leading her class, Costa Concordia was succeeded by sister ships Costa Serena, Costa Pacifica, Costa Favolosa and Costa Fascinosa, alongside Carnival Splendor for Carnival Cruise Line. Upon their debut, the 114,137-ton Costa Concordia and her sister vessels marked a significant milestone as some of Italy’s largest and most technologically advanced cruise liners. 

Costa Concordia was almost 300 metres long and outfitted with 1500 cabins spread across 13 public decks. By all accounts, the ship had the potential to be a floating goldmine. Instead, it ended up costing its owners $2 billion in victims’ compensation, refloating, towing and scrapping costs. 

The man without a plan

It’s impossible to tell the story of the Costa Concordia without also telling the story of her erstwhile captain, Francesco Schettino. 

Schettino was born into a seafaring lineage rooted in Meta, Campania. After completing his education at the Nino Bixio nautical institute in Piano di Sorrento, he embarked on a career with the ferry company Tirrenia. Joining Costa Crociere, a Carnival Corporation subsidiary, in 2002, Schettino served as a security officer before ascending to the position of second-in-command. In 2006 he was promoted to captain and given command of the freshly inaugurated Costa Concordia.

If you’re wondering how a security officer managed to get himself promoted to ship captain in the span of 4 years, then you’re not alone. I’ve scoured the internet but have yet to come across a logical explanation for this irregular career trajectory. What I can tell you for sure is that where Schettino went, calamity usually followed close behind. 

In 2008, Schettino was in charge of the Costa Concordia when she suffered damage to her bow in Malta. His attempts to manoeuvre the ship within the port during a storm led to it being rammed against the dock. In 2010, as master of Costa Atlantica, he damaged the ship while entering the port of Warnemünde in Germany at too high a speed.

With two strikes to his name only 4 years into his captaincy, it seems astonishing that he was able to retain his position. Whether this was an oversight by his employers or the result of pulled strings we’ll probably never know. What we do know is that Schettino made a name for himself in 2012, and not in a way that made his Italian mama proud. 

The Moldovan mistress and the hapless helmsman

On the evening of 13th (yes, 13th) January 2012, the Costa Concordia was scheduled to perform a sail-by salute past the island of Giglio as part of a 7-day Mediterranean cruise. The manoeuvre was a relatively standard procedure and one that captain Schettino had performed before. The idea was to steer as close to the shore as possible so that passengers could wave at people standing at the harbour. 

According to various reports, Schettino was distracted from his job that evening by the presence of Moldovan dancer Domnica Cemortan on the bridge. Ms. Cemortan later confessed that she and the captain were having an extramarital affair and that she had boarded the ship without a ticket. 

Schettino admitted to deactivating the alarm system for the Costa Concordia’s computer navigation before nearing the island, stating, “I was relying on visual navigation, since I was familiar with those seabeds from past experiences.” However, he soon observed waves crashing onto the reef ahead of him and realised he had steered too close to shore. In an effort to make a sudden turn, he ended up in the reef. 

Acknowledging a lapse in judgement, Schettino confessed to initiating the ship’s manoeuvre too late. The ship’s first officer, Ciro Ambrosio, disclosed to investigators that Schettino had forgotten his reading glasses in his cabin and repeatedly requested Ambrosio to monitor the radar on his behalf.

So much for visual navigation, then. 

Not helping the matter at all was the fact that the helmsman, Jacob Rusli Bin, spoke neither English nor Italian – the two languages that he would need to know in order to understand the orders given by the captain. When Schettino shouted at the helmsman to slow down and steer away from the rocks, the order was misunderstood. He steered towards the rocks instead, resulting in a collision that resulted in a 35-metre long opening in the hull of the ship. 

Water flooded into the engine room through the opening, quickly submerging the engines and generators. Within a matter of minutes after impact, the ship was without propulsive power and no emergency electric power. It drifted towards the shore until it got caught on rocks, at which point it started listing.

A slip-up…into a lifeboat

Passengers were gathered in the dining hall when a sudden, loud bang echoed through the ship, attributed by a crew member over the intercom to an “electrical failure.” Of all things, the theme song from Titanic was playing in the dining room at the time (you can’t make this stuff up). Despite the fact that there were clear guidelines in place for disasters at sea, the crew aboard the Costa Concordia seemed to be more concerned with keeping passengers calm (by lying to them) than with ensuring their safe evacuation. 

Half an hour prior to the eventual abandon-ship order, a crew member was captured on video assuring passengers at a muster station that the issues had been resolved and encouraged them to return to their cabins. However, by this point the ship had started to list approximately 20° to the starboard side, complicating the launching of lifeboats.

No mandatory lifeboat passenger evacuation drill had taken place prior to the voyage. Port authorities were not notified of the disaster until 22:42, approximately an hour after the collision, and the directive to evacuate the ship was not issued until 22:50. In the midst of the chaos, some passengers opted to leap into the water and swim towards shore, while others, prepared to abandon ship, encountered delays of up to 45 minutes as crew members hesitated to promptly lower the lifeboats.

Despite the difficulty with lifeboats, captain Schettino managed to secure himself a spot in one and make his way to shore around 23:30. At this time, the vast majority of passengers and crew were still on board. When questioned later about abandoning his post, Schettino claimed that he had “slipped on deck and fallen into a lifeboat”. 

The price of failure

It goes without saying that nothing could be done to save the Costa Concordia once she had come to rest on the reef. The costs incurred in her eventual raising, refloating, towing and scrapping were three times as much as her build cost, and that is before taking into account the money paid out in lawsuits and victim compensation. The far greater cost, however, is in the 32 people who lost their lives.

Some may look at the events that transpired on the Costa Concordia on the 13th of January 2012 and remember the unbroken champagne bottle that heralded her doom. But if we inspect the story clearly, what is really at play is a compounding series of human errors – not an iceberg or a spot of bad weather in sight. From affairs to questionable promotions, language barriers to an inability to follow protocol, every element of this tragedy was coloured by human actions and their consequences. 

I’m not sure that I’m ready to get into a self-driving car yet. But if I did, I would feel reassured in the knowledge that, at the very least, the AI involved is immune to the charms of Moldovan dancers. 

If you’re willing to commit 46 minutes to a great YouTube video on this subject, check this out by Internet Historian:

About the author:

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.

Ghost Wrap #69 (KAL Group | AB InBev | Redefine | RFG Holdings | Calgro M3)

Listen to the show here:

The Ghost Wrap podcast is proudly brought to you by Mazars, a leading international audit, tax and advisory firm with a national footprint within South Africa. Visit the Mazars website for more information.

In just a few minutes, you can get the latest news and my views on KAL Group, AB InBev, Redefine, RFG Holdings and Calgro M3. Use the podcast player above to listen to the show.

Ghost Bites (enX | KAL | Lesaka | MTN | Pan African Resources | RFG | Sappi)

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



enX Group’s continuing operations are on the up (JSE: ENX)

The only way to look at this is by excluding Eqstra as a discontinued operation

The disposal of Eqstra by enX to Nedbank is unconditional and the effective date was 30 April 2024, with implementation expected during June 2024. Clearly, you need to ignore this discontinued operation when considering enX’s results.

From continuing operations, enX expects a lovely jump in HEPS for the six months ended February. HEPS will be between 59 cents and 63 cents vs. 29 cents in the comparable period. This jump in earnings was achieved off modest revenue growth of 5%.


Decent HEPS growth at KAL Group despite flat revenue (JSE: KAL)

The group has noted pressure on farm expenditure, especially in the Western Cape

In its results for the six months to March 2024, KAL Group was on the receiving end of revenue pressures across retail and agricultural channels. Revenue was basically flat, with like-for-like revenue down 0.3% and product inflation of 0.1% for the year. If you exclude fuel from the product basket (and remember that KAL Group has major forecourt operations), inflation was 2.0%.

Speaking of fuel, group volumes fell 2.0%. This is a sign of subdued economic activity in general. Although retail margins weren’t the easiest to manage, the combination of mix effects (more convenience retail) and supply chain efficiencies delivered gross profit growth of 8.7% despite the lack of revenue growth.

With like-for-like expenses up 6.4% and thus at a lower rater than gross profit, the group achieved 9.2% growth in EBITDA and thus a significant improvement in margin. Profit before tax was 9.7% higher, accelerating in the second quarter to give a strong finish to the interim period.

Recurring HEPS increased by 7.3%, so the group managed to grind out a decent outcome here despite the revenue story. Naturally, efficiencies only get you so far. Investors will want to see revenue growth sooner rather than later.

The interim dividend is up by 8% to 54 cents per share.


Lesaka’s economics are improving rapidly (JSE: LSK)

It’s been a strong week of news for the company

Hot on the heels of the news of a juicy acquisition, Lesaka Technologies has released third quarter results. Revenue increased by 9% in rand, although the company reports in dollars and hence the reported increase is lower. The real highlight is operating income, coming in at positive R15 million vs. a loss of R33.2 million in the comparable quarter.

There’s still a net loss, with debt costs as a major factor, but the net debt to group adjusted EBITDA ratio has improved tremendously from 4.2x a year ago to 2.6x in this quarter. The latest announced acquisition is for cash and shares, so that will do wonders for scaling the business and improving overall leverage. Net interest costs already came down over the past year from R81 million to R74.6 million and that trend will hopefully continue.

Momentum is strong, with the group raising its adjusted EBITDA outlook for the full year. The share price certainly has a spring in its step:


MTN Uganda is another bright spot in Africa (JSE: MTN)

This adds to the mixed basket of news we’ve recently seen from the African subsidiaries

MTN’s subsidiaries in Africa certainly aren’t of equal size, so don’t assume that good news in Uganda offsets the problems in Nigeria. Sadly, it doesn’t. Still, MTN Uganda shows what is possible in Africa when things are going well.

For the quarter ended March, service revenue increased 19.4% and EBITDA was up 19.6%. There was a tiny uptick in EBITDA margin to 52.0%. By the time you reach profit after tax level, growth is 24.4%.

Unlike some of the other subsidiaries that are slowing down on capex (whether by choice or otherwise), MTN Uganda is accelerating. Capex intensity (capex as a percentage of revenue) increased from 15.2% to 16.3%, with the focus on 4G LTE and 5G. This obviously drives higher depreciation in future periods.


Pan African Resources tells a positive story (JSE: PAN)

The impact of higher gold prices on estimated project returns is incredible to see

Pan African Resources has tightened its production guidance for the year ending June 2024 to between 186,000oz and 190,000oz. That’s at the upper end of the previous guidance of 180,000oz to 190,000oz. Production would’ve been higher were it not for the decision to cease processing surface sources at Evander Gold Mines due to unattractive economics.

Group all-in sustaining costs guidance has been maintained at between $1,325/oz to $1,350/oz.

Production guidance for the next financial year is a juicy 215,000oz to 225,000oz. The MTR Project is on schedule for commissioning in December 2024 and no capital cost overruns are expected. Thanks to better gold prices, the ungeared real IRR from the project is expected to be a magnificent 41.7% with a two-year payback period. When the definitive feasibility study was initially prepared at much lower prices, the IRR was 20.1% and the payback was 3.5 years. If you include the Soweto Cluster, the IRR gets even better – up to 44.0%!


RFG posts solid growth thanks to pricing increases (JSE: RFG)

When the volumes aren’t there, companies must be disciplined on margins

Although it’s certainly easier to grow when volumes are headed in the right direction, it can also breed all kinds of bad corporate behaviour. When your customers are struggling and every sale is hard to come by, you’re forced to look inwards and extract every possible efficiency out of the organisation.

RFG Holdings has done exactly that, with HEPS up between 18% and 23% for the six months to March. Volumes struggled locally, with price inflation taking revenue growth into the green. International revenue was down though, with pricing pressure and issues at the Cape Town port, partially offset by the weaker rand.

Challenges notwithstanding, margins moved higher in both the local and international segment.


Another rough quarter for Sappi – but at least there’s a profit (JSE: SPP)

It’s not enough to take the interim period into profitability though

Sappi has released results for the quarter ended March, which also marks the halfway point of the financial year. This is a cyclical industry and one that can actually make you sick.

For the quarter, sales fell 6% and profit fell 58% despite EBITDA being 10% higher. The net debt balance is 12% higher year-on-year, which isn’t good. HEPS came in a 5 US cents, down 58% year-on-year.

The six-month view is worse, as the first quarter was loss-making. For that period, revenue is down 15%, EBITDA fell 26% and there’s a headline loss per share of -16 cents vs. HEPS of 46 cents in the comparable period.

The cost savings achieved in the second quarter did wonders for EBITDA and thus profit, with the group continuing to navigate challenges like structural declines in demand for graphic papers. Although there were some positives across the segments, the best demand story was packaging and speciality papers with 9% growth in volumes. As you read further, you find that prices fell 13% in this segment, leading to a negative move in profitability.

The next quarter is historically weak in terms of demand, yet the company highlights improving market sentiment in the hope of ongoing positive momentum in profitability. It’s extremely hard to give a reliable outlook as this is a complicated group to manage, with numerous factors well outside of management’s control. Management’s best guess is that EBITDA for the third quarter will be below the second quarter, but well ahead of the third quarter last year.


Little Bites:

  • Director dealings:
    • Zyda Rylands is retiring as CEO of Woolworths Food later this year. In preparation for that, her family trust sold shares in Woolworths (JSE: WHL) worth R21.2 million. Although one could easily argue that this still counts as a sale (and a large one at that), the mitigating factor here is that a diversification of wealth makes sense into retirement.
    • The Chief Strategy and Growth Officer at British American Tobacco (JSE: BTI) and an associate collectively bought £45.5k worth of shares in the company. Directors also regularly reinvest their dividend income in British American Tobacco under the company reinvestment plan, but I don’t bother with those announcements. Executives taking money from elsewhere and buying shares is a much stronger signal in my view.
    • An associate of a director of Attacq (JSE: ATT) has bought shares worth R149k.
    • Selling tiles seems to be fairly boring, as a director of Italtile (JSE: ITE) entertained herself by buying 1,000 shares on 3rd May for R9,200 and then selling them on 8 May for R9,300. Nothing like a bit of swing trading to make lunch money when you’re a listed company director!
  • Nampak (JSE: NPK) usually releases interim results towards the end of May. After a recent cyber attack, systems are up and running again but there have been delays. This will push the release of interim results for the six months to March out to the end of June.
  • RCL Foods (JSE: RCL) directors have some egg on their faces and not directly from the chickens either. Albie Cilliers is busy with one of his well-known appraisal rights strategies and the company hates it. Suffering from rage at the time, they released a poorly-advised announcement back in 2023 that included some colourful paragraphs around this strategy. Cilliers filed a complaint with the JSE regarding the comments and RCL has withdrawn the paragraphs accordingly, as the JSE found that they were neither required by provisions of the Listings Requirements, nor were they price sensitive.
  • Adcock Ingram (JSE: AIP) has repurchased R286 million worth of shares between 21 November 2023 and 6 May 2024. The average price paid was R54.54, which is below the current price of R56.62.
  • Eastern Platinum (JSE: EPS) has now caught up on its financial filings and the shares are no longer suspended from trading.

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

Exchange-Listed Companies

Lesaka Technologies is to acquire payment platform Adumo RF for R1,59 billion. The purchase consideration will be settled through the combination of shares and cash. Lesaka will issue 17,279,803 shares to Adumo’s current shareholders and R232 million in cash, funded by internal cash resources and external financing. Adumo’s ultimate shareholders include Apis Growth Fund I, a private equity fund managed by Apis Partners, African Rainbow Capital, the largest shareholder of Crossfin, the International Finance Corporation and Adumo management. Adumo serves c.23,000 active merchants with its primary operations including card acquiring, integrated payments and reconciliation service, processing c.R24 billion in throughput per year.

Prosus’ fintech arm PayU has acquired Paynet, a Turkish fintech player for $87 million. The deal was facilitated through PayU’s Turkish subsidiary Iyzico. Paynet is a leading payments operator in Turkey, helping to digitise c. 30,000 businesses in the country.

Attacq Waterfall Investment Company, a 70% held subsidiary of Attacq, has reached a conditional agreement to acquire the remaining 20% stake in the Mall of Africa from Atterbury Property (27.5%-held by RMB Holdings). The cash purchase consideration for the undivided share is R1,07 billion which equates to an initial forward yield of c.8%. The deal is a category 2 transaction and accordingly does not require shareholder approval.

Redefine Properties has agreed to purchase 50.9% of Pan Africa Development which owns the Pan Africa Mall from Atterbury Property Fund for a purchase price of R83,9 million.

Numeral (formerly Go Life International) has acquired shared services and management company Numeral South Africa. The local company is an official Google Partner. Financial details were undisclosed.

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

Weekly corporate finance activity by SA exchange-listed companies

Orion Minerals has issued 206,572,796 shares for the acquisition of a controlling interest in the Okiep Copper Project.

Canal+ has notified shareholders that it has, this week, acquired a further 4,731,709 MultiChoice shares in open/off market transactions. The shares were acquired at an average price per share of R119.73, below the mandatory offer price of R125.00 per share, for an aggregate R566,8 million. Canal+ now holds an aggregate of c.43.54% of the MultiChoice shares in issue.

Kore Potash plc and The Spar Group will take secondary listings on A2X with effect from 14 May and 15 May ,2024 respectively. The listings will bring the number of instruments listed on A2X to 184 with a combined market capitalisation of c.R9,4 trillion.

A number of companies announced the repurchase of shares:

During the period 21 November 2023 to 6 May 2024, Adcock Ingram repurchased 5,253,141 shares representing 3.26% of the Company’s issued share capital. The total value of the share repurchased was R286,53 million. The company now holds 13,78 million shares in treasury.

In line with its share buyback programme announced in March, British American Tobacco this week repurchased a further 1,839,194 shares at an average price of £23.72 per share for an aggregate £4,36 million.

Prosus and Naspers continued with their open-ended share repurchase programmes. During the period 29 April to 3 May 2024, a further 3,327,351 Prosus shares were repurchased for an aggregate €108,85 million and a further 274,274 Naspers shares for a total consideration of R1,01 billion.

One company issued a profit warning this week: Santova.

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

Ghost Stories #38: Chasing Returns from the Sun

Listen to the podcast using the podcast player:

Tivon Loubser is all about chasing the sun – and generating investment returns from solar projects. Thanks to South Africa’s ongoing need for renewable energy projects of every size, there are tax benefits available to investors for doing this. We unpack the opportunity in this podcast.

The podcast is brought to you by Twelve B Fund Managers, a private equity fund entitling tax payers to invest in a portfolio of renewable energy generating assets and benefit from the recently gazetted 125% 12BA wear and tear allowance. After successfully closing Fund I, and deploying all the raised capital in the previous financial year, Twelve B Fund II is open for investment. The fund will close at the earlier of R100m or 30 June 2024.

Please do your own research, discuss this with your independent financial advisor, and if you would like to set up a meeting with the Twelve B team, or would like more information, visit the Twelve B or Grovest websites.

Twelve B Fund Managers (Pty) Ltd is an approved juristic representative of Volantis Capital Proprietary Limited, an Authorised Financial Services Provider FSP No 49836.

Full transcript:

Intro: This podcast is brought to you by Twelve B fund managers, a private equity fund entitling taxpayers to invest in a portfolio of renewable energy generating assets and benefit from the recently gazetted 125% twelve BA wear and tear allowance. After successfully closing Fund One and deploying all the raised capital in the previous financial year, Twelve B Fund Two is open for investment. The fund will close at the earlier of R100 million or the 30 June 2024.

The Finance Ghost: Welcome to this episode of the Ghost Stories podcast. It’s going to be an interesting one. Today we are talking about the sun; chasing the sun. Not the Springbok variety, but rather some solar panels. And who better to do it with than with Tivon Loubser, who is a fund manager at Grovest, specifically focusing on the Twelve B side of things. So Grovest is a name that is familiar to Ghost Mail readers and podcast listeners. Chances are that you’ve heard it before. Tivon, welcome to the show. I’m really looking forward to chatting to you about this stuff and I think let’s kick it off with maybe just a two-minute overview of Grovest and your role there. Just for those who aren’t necessarily familiar with the group and what you guys get up to.

Tivon Loubser: Thanks so much for having me on, Ghost, really appreciate it. So as you mentioned, I’m the fund manager for Twelve B Green Energy Fund. It is a product which has been pioneered by Grovest, the largest small cap fund administrator in the country. We accumulated a lot of that under the section 12J universe and are now expanding into the Section Twelve B universe.

The Finance Ghost: Fantastic. And so you focus on the Twelve B side, which means you spend a lot of time doing solar projects. It’s pretty much just solar, right? There’s no other renewables in there or is there other stuff as well?

Tivon Loubser: No, our investment mandate is pretty narrow towards solar investments. It’s pretty much because we know it, we’ve been involved with it. We got involved through section 12J. So we really understand the fundamentals, all the assumptions and the underlying to solar. So while you can expand into other renewables through section twelve BA, we’ve taken a focus on solar installations.

The Finance Ghost: Yeah, look, on a personal note, it’s always nice to see people focusing on what they are good at and understand. I think that’s probably a sound strategy. I don’t know a huge amount about renewables, but I do know that wind is a bit more variable than sun. Unless you live in Milnerton, where I do, in which case you can bank on both being there pretty much all the time. So, speaking of things that just magically disappear or come and go – load shedding, I don’t know what happened to it, but I’m certain it’s going to come back after the elections. It’s not like that’s been magically solved, let’s be honest. And obviously for you guys, it’s kind of a catch 22, because when that Eskom se Push notification arrives on your phone, you probably go, ah, fantastic demand for solar it is here. So I guess you have a kind of an odd relationship with load shedding. But before we get into some of the projects you guys have done and everything else, I think we can all agree that load shedding can’t have just been magically solved overnight. So I think there’s a good chance that this is more politics than anything else. And I guess with that in mind, why do you believe that supporting investment in solar is such a good thing to be doing in South Africa?

Tivon Loubser: Well, I think you share similar sentiments to Julius Malema, who said, we’ll probably be on stage six, midnight, 29 May.

The Finance Ghost: Look, I don’t have a helluva lot of things in common with Julius Malema, but I think on that one, I’ll take it.

Tivon Loubser: You’d be naive to think load shedding is a thing of the past. I think it’s definitely a bit of a political ploy, or very much so, a political ploy. And, you know, I pride myself on trying to find the silver linings. And with load shedding, I think it’s been quite challenging. You know, it has an immense drag on our economy. It hampers our day to day lives. And I think it’s been the source of 90% of South Africa’s frustrations in the past couple of years.

What I would say and where I take the silver lining is that it’s definitely in a roundabout way aided South Africa’s transition to a carbon neutral future, or at least a low carbon economy. And interestingly, I was listening to a Blackrock webinar recently where they were talking about key mega forces and where they see the investment landscape playing out. Obviously the classics like AI came up and geopolitical instability, but their major focus was on the transition to carbon neutrality and a low carbon economy. And I think we’ve seen that in South Africa. So these stats might be outdated, but I believe we’ve got eight gigawatts installed capacity in South Africa. It counts for more than half of Africa’s installed capacity and three gigawatts of that came online last year. So it’s definitely been or aided South Africa’s transition to a low carbon environment. And then we have to give some kudos to treasury for coming out with these incentives and obviously to South Africans for being resilient and for being innovative in their approach.

The Finance Ghost: I mean, there’s the feel-good factor. It’s obviously slightly funny to hear Blackrock talking about a coal transition, for obvious reasons based on their name, but there’s clearly the carbon story. There’s also a cost story, which I think is something that’s becoming more and more prevalent. Eskom’s increases are substantial and to my knowledge, and you can confirm this, the cost of solar panels, et cetera, has come down over the years. So I guess at some point you reach parity, right? As the technology improves, as Eskom becomes an increasingly inefficient, ugly thing, at some point solar becomes just a spreadsheet decision, more than a feel good carbon decision. You know, that stuff almost becomes the bonus, which unfortunately, I think for a lot of people is the reality. Most people will make the numbers decision first and if they can feel good about it, that’s a bonus.

Tivon Loubser: No, 100%. I mean, we’re seeing solar panel costs coming down drastically. And as Eskom’s customer base dwindles, as the mines shift to renewable energy sources, they’re going to have to pump up those prices drastically. If we look globally, our energy costs are relatively low. So Eskom and NERSA don’t have that ceiling or that upward pressure where they say we can’t increase the prices anymore because if you look to Italy, you’re probably paying 18 rand per kilowatt hour. So Eskom aren’t experiencing that upside pressure yet. Their supply base is dwindling and they obviously need a lot of money for repairs and maintenance. So if we are installing just a PV system, so not a hybrid system with battery, we can significantly undercut the Eskom rate. Obviously once you start incorporating battery storage and hybrid inverters, et cetera, et cetera, it does push the price up. But we generally seeing a four year break even because we escalating at CPI plus one. Whereas NERSA one year 15, one year 18, then twelve. But I’m sure it will always be double digit numbers going forward.

The Finance Ghost: Yeah, I think you’re right. I can’t see a world in which they’re not doing double digit increases. So the case for solar is strong in South Africa. Our sun also shines a lot, obviously and so that gives further support to what you guys are doing. So speaking of what you are doing, I think let’s talk a little bit about this Twelve B fund. This is Twelve B fund two, which implies that there’s a fund one obviously. So I think let’s start there. Let’s talk about fund one and how that’s been going when it was launched, how many projects you’ve done, what sort of properties – open the floor to you to actually talk about what you’ve done in fund one and Grovest’s track record in the space?

Tivon Loubser: So we launched fund one on the 14th of Feb last year. We were the pioneers in the section Twelve B space. We were the first Twelve B fund to market. We actually went to market before they announced the 12BA allowance which is the enhanced 12B 125% as opposed to 100%. And so we raised money. We closed our raise at the end of November last year and maybe this is a good time to bring in one of the caveats to 12BA and that is that all the money that is raised has to be deployed into renewable energy generating assets. So that’s been our big focus. We had to make sure that all the money we raised was deployed and the projects came online in the last year. We’re very proud that we did get that across the line. So we deployed capital into eleven different projects with a nice geographic spread, nice sector spread. We actually took a stance where we quite like dealing with body corporates. So high LSM sectional title units and the reason we took that stance, and it was quite a contrarian stance, lots of people didn’t like dealing with them, they would focus more on your commercial and industrial projects. We found it mitigated key-man risk. Firstly, you know, if you’re dealing with a commercial industrial project with one business owner and something happens to happen to them and they don’t have a solid contingency plan in place, you know, that is a big risk. And then you’re also spreading your collections risk. So instead of collecting from one business owner you’ve got a high LSM group of 30 to 60 units. So we really took a stance where we like dealing with the body corporates of the world. Not to say that we didn’t deploy into commercial and industrial projects. And I think it’s another nice thing with this investment is that it’s a very tangible investment. So our investors in Fund One can say that they’ve contributed to moving ten different installations, you know, moving their reliance from Eskom and onto a more renewable energy source. And a very nice anecdotal story. I actually did a site visit last week to one of our printing factories in the northern suburbs of Johannesburg. And just listening to the business owner talking about how he’s reduced his work days from six to five, how he’s reduced his lost production events, I mean, it really is brilliant to hear. And, yeah, again, I really think that’s the beauty of the product, is if you invest R100,000, you can say you’ve acquired R100,000 worth of solar panels which are generating energy for either business or for body corporates.

The Finance Ghost: Yeah. Literally keeping the lights on in the economy. I mean, that’s what this stuff is doing. I think the focus on body corporates is kind of cool and makes a lot of sense, because obviously, part of the problem with solar is for people who live in apartments, you can’t just decide yourself to go and do solar, set up your rig on your balcony and hope for the best. It kind of needs a body corporate led decision. And a lot of these apartment blocks and those sort of places do have a nice big roof, obviously, especially big, tall apartment blocks. You can imagine the size there. So it’s quite nice to see you operating in that space, because it creates a solar opportunity for people who otherwise would definitely not be able to do it. It’s not like having your own standalone house with your roof, where you make the decision 100%. So I think let’s move on to some of the numbers, which is obviously why Grovest ultimately has a business here, is because people can invest in the fund, and in turn, you go and put in place solar projects and attract a stream of cash flows, like any great investment. So with those solar assets now done in Fund One, and several projects out there in the wild, would you say that they are performing in line with your original investment expectations? So, in terms of what was said to investors at the time the money was raised.

Tivon Loubser: Yeah. So what I mean, the other beauty of this product is it’s backed by contractual cash flows. So the underlying mechanism is that we enter into what are called power purchase agreements with these off-takers, and in these power purchase agreements, they’ll stipulate a tariff. So let’s say R1.40, they’ll stipulate a fixed cost. If there’s a battery component and that’s a fixed monthly cost, they’ll stipulate an escalation, which, as I’ve mentioned, we peg it to CPI plus one, or one and a half. So it’s also a nice real money investment and protects your money against inflation. There aren’t these variabilities or they aren’t these huge assumptions like you would see in venture capital. It’s all fairly easy to model the returns. You also have downside caps on consumption. So you have minimum offtake guarantees where in your PPA you’ll say you have to consume 85%. If you don’t, you’ll still be charged for 85%. That’s just to protect the downside. So we are seeing, we’re tracking nicely to our modelled returns. What’s quite interesting, especially with body corporates, is that you see in summer months, their consumption is about 50% of what it is in winter months. So you actually have to track it with that sort of distribution in mind. And that’s what we have been doing to date. The projects have, or the majority of the projects have probably been in the money now for, I would say probably four months. So we’re still tracking nicely to returns. It’ll be nice to see what happens in winter and what the consumption looks like there. We’re still tracking to our an average of 14% return or cash yield and 18% IRR.

The Finance Ghost: Yeah, so let’s talk about the IRR versus cash yield quickly, just because it’s a good place to do it. So of the returns, basically there’s a cash flow stream over the years. Are there any assumptions towards the back end of the period about what happens to the stuff or any kind of exit for you guys? Because that’s where the forecast can obviously get a bit more difficult. I can certainly believe that just forecasting the actual earnings from selling electricity. Eskom may struggle to sell electricity efficiently, but I can understand that you can get that right with a solar project. So where is the forecasting risk? Is there something going on at the back end and after how many years?

Tivon Loubser: Yeah, so very interesting question. This investment operates a lot like a fixed income instrument. So we’ve got biannual cash distributions. That’s where you’re hitting that 14% average yield. It does ramp up over time. So initially we’re probably looking at about 10.2% scaling up over the years. The investment term is ten years. However, a number of the underlying cash flows are pegged to 20 year power purchase agreements, which seems to be the industry norm. We are diversifying our paper a bit, so we’ll have some 20 years, some 15/10/7.5, just to spread our cash flows and our returns quite nicely. So the question is, how do we exit this investment? What we do is we model to sell the underlying paper to a third party, whether it be another finance house or another EPC, and we model it. What we do is essentially a discounted cash flows from year 20 to the end of year 10, and we use a 13.5% discount. Now, that might sound very wishy washy, and, you know, how do you actually come up with those figures, and where does it all come from? So it’s quite common practice in finance to sell paper at a discount, because the off-taker or the purchaser would be buying cash, buying money at a discount. Interestingly enough, it happened with fibre. So initially there were a bunch of microfibre installers, and then there was a Remgro company, if I’m not mistaken, called Dark Fibre Africa, and they came along and accumulated all the paper. And you’re essentially buying into these cash books at a discount. So I mentioned we discount the cash flows at 13.5%. I also mentioned earlier that we’ve been involved in solar for a long time, so we’ve exited two R200 million rand solar portfolios on the same basis, and we ended up selling them off at about a 12.2% discount. So we think 13.5% is a fair assumption. We also have the discretion, you know, if market conditions are really favorable at year eight, if we get an offer at a 12% discount, we are never going to turn that away if we’ve modelled it at a 13.5% discount. So we can use our discretion, you know, analyzing macro factors, analyzing the economy, we will come maybe exit early, maybe exit one year later. But, yeah, that’s the exit mechanism. So much like a fixed income instrument, biannual cash distributions, and then a large capital windfall in year ten.

The Finance Ghost: You can almost think of this as a different way of investing in property. Actually, it’s kind of a reasonably similar way of thinking. CPI linked, there’s a cash flow yield, there’s a CPI protection to it.

Tivon Loubser: Exactly.

The Finance Ghost: So the difference here being that you have a tenant, effectively for 20 years, unless something drastically goes wrong.

Tivon Loubser: So, I mean, while it’s marketed as a private equity investment, it actually mimics very much so private infrastructure, and it’s also highly collateralized, which is really nice. As I mentioned earlier, you invest R100,000, you own R100,000’s worth of the underlying and worst case scenario, if the offtaker does default, we’ve done loss-given default analysis, and we’re able to uplift 70% to 75% of the underlying equipment. So while that’s a worst case scenario, it’s not the worst, worst case scenario, if that makes sense.

The Finance Ghost: And I’m sure the stuff is all fully insured. If there’s any kind of geological event or fire or anything like that, I mean, your asset is protected.

Tivon Loubser: Yeah, we have all-risks insurance on our hardware and then we also have business interruption insurance for four months. And I think ensuring solar panels at the moment is quite an ordeal because insurers are turning around and they’re seeing fires breaking out at solar plants. So they’re becoming more stringent with their requirements. So we vet all our EPCs that we deal with very closely, engineering, procurement and construction companies. The installers make sure they have their PV green cards in place, make sure they’re part of some industry standard, that they’ve got wireman’s licenses, because that’s really what you have to do. You have to make sure that the installer is doing a really good job and that they’re ticking all the boxes, you know, CoC, etcetera. And then also the equipment we use, tier one equipment, they all come with lengthy warranties. And tier one suppliers are a list of suppliers that Bloomberg have posted. And it essentially just means that they will be around in the future to, you know, to fulfill those warranties.

The Finance Ghost: So in terms of biggest learnings from fund one, I mean, it is always so important when someone has track record rather than just hopes and dreams. I guess there were probably some positive surprises, negative surprises. Anything that really stands out for you versus expectations?

Tivon Loubser: No, definitely. I think, you know, the nature of being pioneers is it’s often a steep learning curve and you often have a number of learnings along the way. With Fund One, we have a strategic alliance with an installer, Hooray Power. And we dealt pretty much solely with them. You know, the benefit of that was we had extensive deal pipeline, I mean, in excess of R300 million. The only issue is when you’re sticking to one EPC, you do hinder your deployment capabilities. So while you have this immense deal pipeline, obviously doing the installations takes more time. So what we’ve done for Fund Two is we really casting our net wider. We’ve got numerous business development personnel who are sourcing deals. We’ve got relationships and agreements in place with various installers across the country, all who are very reputable. We are dealing with intermediaries, so we really casting our net wider so that we can deploy even more. And that means we can raise even more, because again, we’re very cognizant of the relationship between raising and deployment. We can only raise as much as we can deploy. So we aren’t hindered on the raising side, you hindered on the deployment side. And ultimately, because 12BA is going to be sunset on 28th February, 2025, we want to get this tax benefit to as many investors as possible.

The Finance Ghost: Now that makes sense. You can always find the money, right? Finding the hard assets is actually the difficult part at the end of the day. So let’s talk about this fund too, and the tax and the sunset clause and all this kind of thing. How exactly does the tax actually work here? And I have seen lots of stuff around rules for when the projects become energy producing. I think maybe let’s spend a couple of minutes just on how this tax actually works. And then what difference does it make to the returns? There’s a tax enhanced return, and then there’s the return that the assets would give without the tax benefit. So I think running through that will be very helpful.

Tivon Loubser: I’ll start from the beginning. So section 12B has been around since 2016. What section 12 B said is that you’d be able to reduce your investment into renewable energy generating assets by 100%. Now, 12B had some caps, so it was capped at 1 Megawatt. Then last year in Feb, Treasury announced section 12BA. Section 12BA is the enhanced 12B, so you’re getting 125% as opposed to 100%. There’s also no more cap on it, so it can be in excess of 1 Megawatt. They’re really trying to stimulate this transition, I think, and also reduce the reliance on Eskom. There are a number of caveats to 12BA which weren’t present with 12B. The most important is that it needs to be new and unused and brought into use for the first time. So you can’t invest into existing projects. I can’t go and put money into an existing solar plant and get the 125% allowance. I would only be able to claim the 100% allowance. The other thing with 12BA is that you can only claim it once that money has been deployed into energy generating assets. So it’s no good we go buy R100,000’s worth of solar panels and keep them in our warehouse and just sit on them. That doesn’t qualify for the 12BA allowance. It is very important to understand that the money has to be deployed and the assets need to be generating energy. So you either need a CoC, you need an invoice for energy generated, or you have to reach beneficial use. Those are very important components and that’s why we always really urge potential investors to do your due diligence, make sure wherever you’re placing your money, they’ve got sufficient deal capacity and that they are able to deploy all this capital. Moving on to your other point about obviously the 12BA allowance is brilliant. You know, extremely lucrative. People are always looking to minimize their tax allowance. So the tax allowance I think is great for marketing, it’s brilliant for our investors and I think it’s a big reason why investors are so keen on this product.

But what I really like about this product and why I’m so passionate about it is it actually stands on its own without the 12BA allowance as well. So we’re looking at a project level return. So without the 12BA allowance of anywhere from 15% to 16%. So 15% to 16% at the project level, excluding the 12BA tax allowance, obviously the 12BA tax allowance bolsters it to around an 18% IRR. And I think the other area we’ve poised ourselves very well at Grovest is while we have it in our investment mandates to gear so we can bring in debt into the portfolio, we haven’t done it as of yet. And what that’s done for us is it’s made us push for higher returns at the project level because we can’t use gearing as a crutch, we can’t hit 12% or 11% at the project level and then bolster it up drastically with gearing. So we are really pushing hard for high returns at the project level. And then in the future, once we’ve developed a strong cash flow book, we can go acquire financing, we can gear up the projects even further and just use that geared amount to bolster the returns even further and bolster the tax benefits. So I think that’s where we really stand in good stead here.

The Finance Ghost: Let’s just talk about distributions along the way, especially with a ten year investment term, which is quite long. I mean, you’ve talked to the stream of cash flows, we’ve compared it to fixed income style instruments and property and all these kind of things. So what do these distributions look like along the way? And then how are they taxed? Are they taxed as dividends or do they come out as normal income?

Tivon Loubser: Yeah, so interesting question. So the investment vehicle is an en commandite partnership. The reason we’ve done that is, and another caveat to claim the 12BA allowance is that you have to be deemed to be carrying on trade because the general partner, which would be the 12B GP, is deemed to be carrying on trade, selling energy, all the LP’s, which would be the investors, are deemed to be carrying on trade.

What that means in terms of tax is that the distributions, they aren’t dividends. Distributions are taxed in their individual capacity, so it’s a complete flow through principle. An en commandite partnership isn’t a taxed entity, so all the tax will be dealt with in one’s individual capacity. We pay out biannual cash distributions. So it’s a high cash yielding investment. And what’s nice about that is that it’s a very liquid fund. And when we talk about private equity, we talk about illiquidity premiums, etcetera, etcetera. And as you mentioned, a ten year investment horizon is a long term investment. I think the average lifespan of an investment in South Africa is 7.5 years. And people are skeptical on the outlook of South Africa. But what we do is we do say we can create liquidity events. We’ve got high cash yielding underlying or underpinning assets. And obviously, given liquidity constraints and given a proper analysis, we can buy back partnership interests. Obviously that will be at a discount, which is determined given the market conditions. But we do always advise staying in until maturity. You really are getting a large windfall in year ten, and I think the risk profile of this investment warrants that ten year investment horizon.

The Finance Ghost: In terms of that windfall in year ten, that would then be a capital gain at the end of the period. Right. The amount you get back.

Tivon Loubser: So we’ve included the tax in our financial model. So if you look at our financial model in year ten, you’ll see there is a larger tax payable. What that’s made up of is a recoupment, but the recoupment can only ever be up to 100% or whatever the value of the assets is. Anything over and above that will be CGT. The important part to note there is if you exit in the first two years, SARS have said that they will recoup you on the full 125%. And I think what they realized very quickly when they announced this is people are going to arbitrage it, people are going to invest in the product today, exit next year, and they’ve essentially arbitraged that 25% if they were only recouped at 100%. So I think SARS were pretty smart to that. And they’ve said you’ve got at least a two year lockout where you can’t exit.

The Finance Ghost: Yeah, that does make sense. So with the investment term, the ten years, that is quite long, there might be some liquidity along the way. But I think the message coming through here, loud and clear is if you are going to invest in this, you need to believe that this is money that you do not need back for the next ten years. So if you’re planning to emigrate in two years or, you know, you have other challenges in your life and unfortunately, adulting does happen, you know, then maybe just be careful with the amount going into this or whether or not you get involved. You do need to treat this as something that is a bit of a lockup investment in South Africa. And therefore, I suppose it’s like anything, it should be part of a broader portfolio discussion. I imagine a lot of your clients would work through financial advisors. I’m sure your recommendation would be to speak to a financial advisor as part of understanding this stuff.

Tivon Loubser: I mean, we’ve got our partners at GIB Wealth, and when I speak to the executive team, they always say, 12B is a great product, but it needs to form part of your larger investment base or your large portfolio. I mean, and again, we always say it’s a product for high net worth individuals. You really maximizing your returns when you’re in that top tax bracket. And it’s definitely, if you look at the term sophisticated investors, that’s what it would cater to. So we always advise, chat to your financial advisors, make sure it really makes sense for you, and definitely incorporate it into your overall wealth portfolio. But it’s a very nice way to diversify your portfolio and experience a great tax break while doing it.

The Finance Ghost: Yeah, if you’re in one of the lower income tax bands, then you could go and get yourself a better outcome. In all likelihood, by just investing in interest yielding instruments, you would get that tax free portion each year on the interest as well. So, yes, speak to a financial advisor, understand the maths of this thing and how it all works, see if it is for you. And I guess that’s a good place to end off with. What is the minimum investment size for this thing and what is the right way for people to invest? Should they only be working through investments advisors? Or if they are sophisticated financial investors who can go and do all the maths themselves? Is this something they can do directly with you?

Tivon Loubser: So our minimum ticket size is R100,000. And as soon as you’ve hit that threshold, you can then top up your investment with no limits. So if you invested today and you wanted to invest in June again, as long as you’ve hit that R100,000 threshold, you can invest with no limits. Yeah. So, I mean, we always advise chat to your financial advisors if you have one, if you are a sophisticated investor and if you, if you really understand the mechanisms, you can invest directly with Twelve B. So you can either go to our website, twelveb.co.za, or you can send me a mail, tivon@twelveb.co.za. And I think we rarely tell investors to do your due diligence, whether it’s our product, whether it’s someone else’s product. Set up a meeting with myself or some of our analysts or Jeff, have a chat, really grasp the underlying assumptions, the concept behind it, and then you can make an informed decision whether to go forward or not.

The Finance Ghost: Yeah. Fantastic. And how quickly do people need to move? So what is the timing on this fund? When does it close? And then I think we are done. Today, we’ve learned a lot about solar and how Grovest looks at it.

Tivon Loubser: So we’re closing the fund. What we’ve done is we’ve moved the peg forward to the 30th June. Again, that just gives us more than enough time to deploy all the capital. You know, we are once again very cognizant of that 12BA allowance. And that is one of the major reasons why investors are getting involved. So the fund will close at the earlier of 30th June or R100 million raise. And the raise is currently going very well. The fund also operates on the premise of a first come, first serve basis. So if you want to guarantee your tax allowance, it’s very important to invest soon to further enhance your chances of getting that 12BA allowance.

The Finance Ghost: Fantastic. Well, thank you so much for your time today and to the team at Grovest for doing this with Ghost Mail as well. How do people reach you? I imagine LinkedIn and the Grovest website.

Tivon Loubser: LinkedIn. Grovest website. Twelve B websites. Or again, you can come directly to me tivon@twelveb.co.za

The Finance Ghost: Okay, fantastic. Thank you so much and good luck with the raise and deploying the funds.

Tivon Loubser: Brilliant. Thank you so much, Ghost. Really appreciate your time.

The Finance Ghost: Please do your own research. Discuss this with your independent financial advisor. And if you would like to set up a meeting with the Twelve B team or would like more information, visit the Twelve B or Grovest websites. Twelve B Fund Managers Pty Limited is an approved juristic representative of Volantis Capital Proprietary Limited and authorized financial services provider FSP number 49836.

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