Wednesday, September 17, 2025
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Who’s doing what this week in the South African M&A space?

Exchange-Listed Companies

This is not the first time the Bell family (IAB) have offered to buy out minorities of Bell Equipment. In October 2021, the offer to acquire the remaining 29.45% interest in the company was priced at R10 per share. The offer price was found to be not fair nor reasonable and the buyout failed. This week IAB offered minorities R53 per share, representing an 82% premium to the 30-day VWAP. Shareholders holding just 15.05% are eligible to participate in the offer with IAB and shareholders related to the founding family holding 70.13% and 14.82% respectively. If successful the R762,52 million deal will see the delisting of Bell Equipment almost three decades after its JSE debut.

Sasfin has been in the news recently for all the wrong reasons. In December 2023 SARS filed a R4,8 billion damages claim against Sasfin Bank following the discovery of an unlawful scheme run by former foreign exchange clients, in collusion with former bank employees, operating a syndicate to facilitate the expatriation of money out of South Africa. This week Sasfin’s major shareholders, Women Investment Portfolio (25.2%) via its subsidiary Wipfin Investments, and Unitas, the investment vehicle of the Sassoon family (47.9%) offered minorities holding 10% of the company an out, at R30 per share – a 66% premium to its 30-day VWAP. The remaining minorities holding c.17% of the company will, following the delisting of Sasfin, be invested in an unlisted vehicle. The offer, to be made by Sasfin Wealth, involves a restructure in its shareholding with Wipfin and Unitas subscribing for an 8.8% shareholding in Sasfin Wealth for a subscription price of R53,57 million each. These funds received will enable Sasfin Wealth to make the offer to minorities. Sasfin Wealth management will acquire an effective 15% stake in its enlarged issued share capital funded mainly by a vendor finance scheme.

Altron has released details of a new proposed B-BBEE ownership transaction with the launch of a sustainable ICT skills focused education trust. The Trust, to be called Ascent, will obtain an effective 20% stake in Altron TMT SA using a sustainable funding structure involving preference shares. Initially Altron will provide R5 million in support to the Trust in FY25 to assist it in meeting its stated objective. The transaction aims to enhance the current employee value proposition by providing funding to qualifying employees’ relatives and other stakeholders within the Alton ecosystem by giving them access to ICT related education opportunities and at the same time address the increasing scarcity of ICT skills in South Africa. Beneficiary eligibility will be determined with reference to a household income of less than R600,000 per annum.

The Riskowitz Value Fund (RVF) will acquire a 1.3% stake in Trustco Resources (Trustco) which houses the group’s mining interests in Namibia, Mauritius and Sierra Leone. RVF will pay US$4,55 million which will be used by Trustco Resources to upgrade mine infrastructure, plant and equipment in Namibia and Sierra Leone, accelerate development of its mining operations and transition into commercial production. The deal is a related party transaction requiring a fairness opinion.

Following market speculation, Burstone advised shareholders that the company had entered into exclusive negotiations regarding the potential formation of a strategic partnership with funds advised by affiliates of Blackstone Europe. In terms of the partnership, Burstone will dispose of a majority of its stake in its Pan-European Logistics portfolio to Blackstone. The company cautioned that there was no certainty that the transaction would be concluded.

In November 2023, Sappi announced it would reduce production capacity for graphic paper in Europe, initiating a consultation process to close the Sappi Lanaken mill in Belgium. Following the successful closure of the mill, Sappi has disposed of Sappi Lanaken including all its assets for €50 million to UTB Waalwijk, a Dutch company specialising in industrial property conversions.

Spear REIT has disposed of various sectional title retail units and the exclusive use area parking bays in terms of the Upper East Side scheme (announced in 2022), the properties of which are located in Woodstock, Cape Town. The disposal consideration to be paid by Upper East Side Hotel is R11,8 million.

NewRiver REIT plc which plans to make a formal offer for Capital & Regional has requested and received consent to further extend the deadline on which it is required to make a firm intention offer. Growthpoint, which owns a 68% stake in Capital & Regional, previously requested an extension to 18 July 2024. The new deadline is 15 August 2024.

Unlisted Companies

TurnStay, a local fintech startup specialising in reducing the cost of getting paid for African merchants and platforms in the travel and tourism industry, has successfully secured R5,4 million in funding from US-based venture capital firms DFS Lab and Digital Currency Group. The funds will be used to expand its operations in Africa and strengthen its position in South Africa.

South African ride sharing platform LULA has acquired Zello’s operations in South Africa. Zeelo, a UK TransitTech company providing software and services to organisations to increase trust, efficiency and sustainability in commuter shuttle services, will exit South Africa to focus on its further expansion in the UK, Ireland and North America. Since its launch five years ago, LULA has maintained a year-on-year growth of between 2.5x and 4x despite interruptions caused by the COVID-19 pandemic and a difficult socio-economic environment.

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

Weekly corporate finance activity by SA exchange-listed companies

Shareholders of RMH shares will receive a special dividend of 3.75 cents per RMH share. The announcement follows the successful sale by Atterbury Property to Attacq of the remaining 20% share in Mall of Africa for R1,07 billion and the subsequent decision by the Atterbury board to return cash to shareholders.

Pick n Pay has successfully closed the retail offer on the PrimaryBid platform. The company issued 2,659,574 ordinary shares at 94 pence, raising £2,5 million.

Brait’s fully underwritten equity capital raise will open on 29 July and close on 8 August 2024. The company intends to raise R1,5 billion and will offer 2,542,372,881 shares. Shareholders may apply for rights offer shares not taken up in excess of their pro rata entitlement. The proceeds will be used for general working capital purposes, potential investment in existing portfolio company and the repayment of debt.

Orion Minerals has issued 479,509,997 new shares at an issue price of 1.5 cents, raising A$7,2 million. The company had hoped to raise A$7,7 million from the private placement to fund progress on the development of the Prieska Copper Zinc Mine.

The JSE has notified shareholders of aReit Prop, Accelerate Property Fund and Sebata that the listings of these companies have been annotated with RE to indicate their failure to submit annual reports timeously and as such may be suspended if not submitted before 31 July 2024.

African Dawn Capital has had the trading of its shares suspended by the JSE for failure to publish its annual financial statements for the year ending 29 February 2024.

The majority of creditors have accepted the Business Rescue Plan for Wescoal Mining (Salungano). Wescoal Mining operations will continue under the oversight of the BRPs for the benefit of all affected parties following the implementation of the plan.

A number of companies announced the repurchase of shares:

In the period 29 April to 12 July 2024, Oasis Crescent Property Fund repurchased 2,017,022 units for an aggregate value of R40,11 million. The repurchases were funded out of the Fund’s available cash resources.

In line with its share buyback programme announced in March, British American Tobacco this week repurchased a further 900,000 shares at an average price of £24.82 per share for an aggregate £22,33 million.

In terms of its US$5 million general share repurchase programme announced in March 2024, Tharisa has repurchased a further 33,993 ordinary shares on the JSE at an average price of R19.69 per share and 651,594 ordinary shares on the LSE at an average price of 83.44 pence. The shares were repurchased during the period 8 – 12 July 2024.

Prosus and Naspers continued with their open-ended share repurchase programmes. During the period 8 – 12 July 2024, a further 2,976,575 Prosus shares were repurchased for an aggregate €99,09 million and a further 260,187 Naspers shares for a total consideration of R925,03 million.

Three companies issued profit warnings this week: Trencor, Anglo American Platinum and Kumba Iron Ore.

Four companies issued cautionary notices this week: Chrometco, Burstone, Sasfin and Vunani.

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

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

DealMakers AFRICA

Dutch entrepreneurial development bank, FMO, announced a US$295 million syndicated loan facility to Access Bank to support the Nigerian SME sector. This is the largest syndication in FMO’s history. Its partners include British International Investment, the Belgium development financial institution, BIO, impact investor BlueOrchard, FinDev Canada, Finnfund, Norfund, Oikocredit and Swedfund.

The Development Bank of South Africa, as the Mandated Lead Arranger of the Sosian Geothermal project in Kenya, will underwrite the entire US$68 million senior debt which will be used to develop, finance, construct and operate a 35MW geothermal power plant in the Menengai Geothermal Field, Nakuru.

Dopay, an Egyptian fintech that provides a digital payroll and payments platform, has secured a US$13,5 million extension round, topping up the $18 million raised in its Series A. The extension round was led by Argentem Creek Partners with participation from existing investors.

Kenyan skincare firm, Uncover, has raised US$1,4 million in an oversubscribed funding round led by EQ2 Ventures and IgniteXL Ventures. Chui Ventures, Samata Capital and Altree Capital also participated. Uncover has built a tech platform that uses data provided by users to create personalised skin care products.

Critical Mineral Resources has signed an exclusive option agreement to acquire the high grade silver and copper Igli Project in Morocco. The agreement is for a 90% stake at a total cost of $790,000. The remaining 10% can be acquired for another $500,000 in cash.

British International Investment has provided NMB Bank Zimbabwe, with a US$10 million loan to support agricultural exporters and sustainable farming practices in the country.

TotalEnergies EP Nigeria has sold its 10% stake in the SPDC JV licenses in Nigeria to Chappal Energies for US$860 million. SPDC JV is an unincorporated joint venture between Nigerian National Petroleum Corporation Ltd (55%), Shell Petroleum Development Company of Nigeria (30%), TotalEnergies EP Nigeria (10%) and NAOC (5%), which holds 18 licenses in the Niger Delta.

The International Finance Corporation (IFC) has announced a $15 million financing package for Sri Lanka-based Star Garments Group to build the first large-scale, export-focused apparel manufacturing centre in Togo. The greenfield clothing factory is expected to create 4,520 direct and indirect jobs, especially for women. The factory will be built just outside of Lomé in the Plateforme Industrielle d’Adétikopé industrial park.

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

Technology’s central role in post-merger integration

In post-merger integration (PMI), technology issues have become as critical as the financial and people considerations that are traditionally emphasised.

Technology and data platforms are increasingly vital in facilitating the multi-year integration process, accelerating business synergies, and realising the transaction’s broader ambitions.

Companies that fail to adequately address technology and data in PMI jeopardise near-term business continuity and impede efforts to achieve the merger’s longer-term objectives, including promoting competitiveness through efficiency and innovation.

The solution is for companies to adopt a technology-centric PMI approach. This begins with establishing joint leadership of integration initiatives across business and technology functions, and aligning their strategic priorities. They should be supported by robust governance, the right operating model, and a data-driven culture to guide decision-making.

Tech’s critical role throughout the integration process

Technology and data play essential roles throughout the three horizons of the integration process.

Horizon 1 (Up to Day 100). In the initial phase, the merged company should prioritise business continuity. From the first day of combined operations, business activities should proceed as usual, with technology performing at or above pre-merger levels. Employees of both organisations should start to have a cohesive experience as one company.

Technology plays a crucial role in enabling this collaboration by establishing integrated operations, such as cross-company connectivity, communication and access tools that allow people to work together.

Unified cybersecurity measures are also essential. Our research shows that a significant increase in cyber and phishing attacks occurs immediately following a merger.

In certain mergers, particularly those involving highly digitised businesses, companies should consider opportunities to adopt temporary technological solutions that will help teams to rapidly realise high-value business objectives (e.g. a common, centralised data scheme to merge data quickly).

Understanding and governing data dispersed across both organisations is fundamental to establish a reliable source of truth that enables critical reporting and promotes business intelligence for the new entity. The merged company should make these capabilities a priority, as they will help to unlock early synergies.

Horizon 2 (Day 100 through Years 2–3). In this phase, the focus moves to integrating business processes and operations. For technology functions, this involves merging platforms and organisations to enable standardised processes, operating efficiently with the combined talent pool, and promoting technology synergies. Concurrently, tech teams must engineer future business products that support the merged company’s strategy, and lay the groundwork for business synergies now and during Horizon 3. For data functions, the goal is to harmonise data schemas and connect them to integrated reporting, analytics, and advanced data-driven use cases (such as AI, automation and digital applications).

Horizon 3 (Years 2–3 through Years 4–5). The focus here expands to the broader business ambition, aiming to achieve the merger’s strategic benefits on a larger scale. Technology and data teams should work in partnership with business teams to transform processes and enhance capabilities, strategically channelling investments into:
Transforming Business Processes. Utilise data and AI to drive decision-making and automate operations.

Revamping Operating Models. Transform the technology and business operating model to boost organisational productivity, establishing a fully-integrated delivery model in which business teams are supported by top-tier technical capabilities.

Enabling Growth. Provide technology that supports both organic and inorganic growth. Examples include data platforms that allow seamless integration with external partners (such as for controlled data sharing) or scalable tools that enable the rapid incubation of new technologies.

Tech’s enablement of broader enterprise synergies

Our analysis found that, in most mergers, technology and data directly drive approximately 10% of synergies, while supporting the realisation of up to 85% of business synergies across various cost categories.

In typical integrations, the technology function must fulfil its own synergy targets. These usually include optimisation in tech procurement (for example, licences, cloud, and support services); rationalising demand by combining tech environments, providers, and delivery portfolios; and consolidating organisational structures and talent.

Technology’s role in facilitating broader enterprise synergies is even more critical. It drives synergies by enabling business units to boost revenue; for example, through transformed processes and better decision-making powered by data and AI. It also aids in reducing costs through automation and product-centred ways of working. At the same time, it provides integrated, accessible data – a single source of truth – that all business users can access to improve decision-making.

How to move tech to the centre of PMI

To move technology to the centre of integration planning and management, companies should take several actions.
Joint Business-Tech Leadership. Establish collaboration between business and technology leaders to jointly develop the integration agenda and inform decisions from the outset, throughout the three horizons.

Prioritisation. Define clear decision-making principles and prioritisation guidelines, adopting an iterative approach in mapping success criteria during each part of the integration. The focus should be on pragmatic achievements during each horizon, rather than aiming for perfection.

Governance. Bring technology and data under formal governance and steering mechanisms by establishing a dedicated team in the integration management office.

Operating Model. Create an integrated operating model with multi-disciplinary product teams, jointly staffed by highly-skilled business and technology personnel. This model should promote clear accountability within teams, with business personnel defining the direction and tech personnel responsible for determining how to achieve the goals.

Data-Driven Culture. Foster data-driven decision-making by encouraging and celebrating fact-based choices across the three horizons.

These actions can enable companies to avoid complexities and delays that would hinder business integration and the realisation of synergies. They are neither complex nor expensive, but require early implementation to prevent costly repercussions in the future. Ultimately, adopting the right technology strategy at the outset of an integration is critical to ensure that the merger’s goals are fully achieved.

Jonathan Milde, Jacqueline Govers and Chris Barrett (Global Leader of Post-Merger Integration) are Managing Directors and Partners and Claudio Di Vittorio is a Partner | Boston Consulting Group.

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

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

The Trader’s Handbook Ep2

The Trader’s Handbook is brought to you by IG Markets South Africa in collaboration with The Finance Ghost. This podcast series is designed to help you take your first step from investing into trading. Open a demo account at this link to start learning how the IG platform works.

Listen to the podcast using the podcast player below, or read the full transcript:


Introduction: Welcome to the Traders Handbook, a limited podcast series brought to you by IG in partnership with your host, The Finance Ghost. Over the course of our upcoming episodes, we are delving deep into the world of trading, helping both novice and seasoned traders alike navigate this exciting field. Join us as we unravel the intricate strategies and insights that define this dynamic landscape and the beautiful puzzle that is the markets. IG Markets South Africa is an authorized financial services and over the counter derivatives product provider CFD. Losses can exceed your deposits.

The Finance Ghost: Welcome to the second episode in this series called the Traders Handbook, and you’ve hopefully now listened to episode one, which set the scene of what it is that we are up to here and certainly what we are hoping to achieve. And of course, the point overall is to bring you great insights into the world of trading. We certainly hope that your IG demo account is set up by now. If you haven’t done that, you totally should. It’s quite an easy process and there really is nothing quite like seeing it on your screen. All those wonderful tickers and red and green and all the data points and the charts and all the cool things you can do with it. There’s nothing quite like having that on your screen.

So if you haven’t set up your IG Demo account, then please go and do that so that you can have a bit more context to what it is we are talking about. I set mine up about a week or so ago, Shaun, and I’ve even put on my first trade, but we can of course get to that later.

First, let me just remind the listeners that although I am hosting this podcast for IG as The Finance Ghost, the insights are really coming from Shaun Murison, who is a senior market analyst for IG. And Shaun, I really look forward to the second show, and I think we may as well start right at the beginning. We touched on this a little bit in episode one, but I’m going to hit you as part of saying hello to you with the most basic first principle question of them all: What is trading?

Shaun Murison: Hello. Short-term trading, very, very simply is looking at trying to generate a short-term profit in financial markets across different asset classes. It could be forex, commodities, indices, shares, local shares, international shares – and generally uses instruments like CFDs, leveraged instruments. Sounds complicated, but it’s still looking at the same products that you’d be used to trading for normal investing, they just carry a degree of leverage. What that means is it just magnifies your profits or losses within the market, so it allows you to get in and out quicker.

The Finance Ghost: And of course, here when we say instruments, we don’t mean a Yamaha piano, we mean a type of financial – well, I actually don’t know how to describe it, really. It’s effectively a financial contract, a financial asset. That’s what the “C” in CFD stands for is Contract For Difference. When we talk about a financial instrument, we’re basically just talking about this thing you buy in order to express a view on a particular underlying asset. It’s a strange term for those who aren’t necessarily familiar with the markets.

Shaun Murison: Yeah, obviously CFD, as the name implies, Contract For Difference, it really is just a contract for the difference in price of whatever you’re trading. If you’re looking at buying a share on the JSE, for example, you bought it for R10 and you sold it for R11. The contract is for the different in price. That difference would be one rand, and you’d make one rand for every share that you had.

The Finance Ghost: What’s interesting with that is you can make money if the share goes up and you can make money if the share goes down, depending on whether you went long or short. And we’re going to get into all of that stuff as well on the show, along with some of the detail on the different ways you can use these CFDs, the different instruments you can trade, the different underlying assets that you can reference when you trade, because of course that’s really important as well.

But I think before we get to some of the plumbing around how you actually do this stuff, recognising that trading is really this kind of short-term profit strategy – at the end of the day, that’s what makes it different to investing, it’s all about getting those short-term gains – is it a different type of person, perhaps, who should consider trading vs. investing? Are these people who naturally just want to be more active in the market, as opposed to a once-a-month debit order into an ETF and they build up their wealth over time, which of course there’s absolutely nothing wrong with. And I think all traders are doing that anyway as investors. Trading is just something a little bit different to that, isn’t it?

Shaun Murison: Yeah, I think trading could form part of investment portfolio. It is obviously seen as a higher risk way of accessing financial markets, so it shouldn’t be the bulk of your investment portfolio. But anyone who is interested in speculating in the market, this is a product they could consider. It doesn’t just have to be used for speculation as we’ve talked about in the past, you know, you can use it to insure or hedge an underlying portfolio. You’ve got a whole big basket of South African shares. You could take a short position on the index, the JSE All-Share Index or the Top 40 Index. And if the market does come down, you’d protect the value of those underlying assets.

Trading is for anyone that is interested in a speculative addition to their portfolio or someone who is looking at hedging out some risk in an underlying equity portfolio.

The Finance Ghost: And in terms of theoretical knowledge, I think on fundamental investing, people understand that they need to be able to read financial statements, they need to work through an earnings transcript or an annual report or whatever the case may be. You need to read quite widely, you need to be on top of news flow. There’s a lot of fundamental stuff that goes into a successful investment, because at the end of the day, you’re trying to find some kind of company or whatever it is you’re buying that will give you this great long-term risk-adjusted return. Instead of going and just buying the JSE Top 40 ETF or an S&P 500 ETF, you are looking for stocks that on a risk-weighted basis will beat that index – that is, beat it considerably over a period of time, which is in and of itself a difficult thing to do.

Now, trading is also a difficult thing to do, but I think the theoretical knowledge base that you need to get it right is a little bit different. I mean, that’s where the sort of technical trading skill set really comes to the fore, which is learning how to read charts.

Shaun Murison: Yeah. So, charts, obviously, a lot of people that come to financial markets from a trading perspective, they aren’t financial advisors or asset managers. And they learn to understand what’s happening in markets by looking at technical analysis, looking at charts.

In the short-term, when you look at markets, it’s a voting game. You’ll see news come out, news drives sentiment and markets react very short term to that sentiment. Whether it’s a company releasing results or we have an inflation reading out of the US or locally, that’ll drive some sentiment in markets and you’ll see a move. And when we’re looking at technical trading, what we’re doing is we’re trying to just sort of catch that momentum because we are just trying to catch a small move within that market. So if it’s positive sentiment, the market might go up and you’re trying to catch a piece of that move higher. If something negative comes out, you might see the market fall a little bit and you can try to catch that move lower.

It’s yeah, like I say, short-term, it’s a voting game and you’re trying to just be on the right side of the vote.

The Finance Ghost: Yeah, I remember that point you raised in the first episode in the series was this concept of a voting game. And, you know, that’s a really good way to put it. I mean, we’re in a serious election year at the moment for a lot of democracies around the world. And of course, votes lead to volatility and surprises and people not necessarily voting in the way you expect. And I guess the markets are exactly the same. It’s about understanding that sentiment and how it swings and where it swings and knowing when to get out of the way of that, knowing when not to fight the market and knowing when to say, hang on, maybe the market hasn’t noticed this. Maybe I’ve spotted something really interesting here. Let me take a view on it.

Shaun Murison: I think just adding to that, it’s also just being aware of it. So when we’re trading we’ll do our analysis and we’ll have ideas around the market, but know when those high impact data points are coming out.

Inflation has been a key theme in global markets for quite a long time now because that drives interest rates and monetary policy, which obviously affects equity markets, bond markets. And so just being aware of when that data is coming out, I think that’s a good starting point for traders is to just have an economic calendar out there. There’s lots of places where you can access that. IG has an economic calendar on its website and a lot of those data points say, well, this is what’s expected of the news and this is what it was previously. Generally, if it’s better than expected, it’s positive for short term market sentiment. And if that news comes out and it’s worse than expected, well, it’s negative for market sentiment and expect the prices to go down. So, first port of call there, I think, is just be aware of news and docs coming out and trade accordingly. And if that is a high-risk data point and you don’t want to be involved in that market, if you don’t want to take that extra risk, then you can always just sit on your hands and wait for the next opportunity.

The Finance Ghost: This actually brings us to a really interesting concept around trading, and maybe it speaks to the type of people who should look to get involved here and what sort of commitment you’re really making. And obviously it depends. There are traders who do this for a living. There are many traders who do it for a living. That’s obviously the hardest way to do this because you literally eat what you kill and you can very quickly hurt yourself in the markets if things go wrong. That’s maximum pressure trading. Obviously, there are ways to do it on a much, much smaller scale, which I think is how most people would do it, is to say, this is part of my portfolio. I still have a day job. I’m not sitting there trying to scalp little amounts off the market all day long because your boss probably won’t approve of that too much. So, you know, this is about just understanding what are some of the things you’re willing to get involved in, what are you not willing to get involved in and why? And I guess regardless of whether you are doing this full time or you are doing this part time, you still need to have a plan, whether that’s for your trading day or your trading week or, you know, whatever the case may be. So how do you kind of build that out? I mean, you’ve already referenced there some of the economic releases and just having a proper idea of that calendar, you know, are these tools available within the IG ecosystem? And I’m sure the recommendation would be that people just also read widely to make sure they’re getting, you know, all kinds of different inputs here.

Shaun Murison: Yeah, there’s lots, we do have lots of tools available to subscribers. A lot of that data is free. So we have daily and weekly newsletters. You know, on Friday we do something called Week Ahead. It’s hosted on the website. So anyone can just access that. Just painting narratives around different types of markets, you know, what’s happening in the commodity space, what’s happening in the index space, what’s happening with local shares, and then also just helping plot those calendars. On the daily updates, what we’ll plot there is which companies are releasing results within the morning – companies to watch out for. Any broker recommendation changes that we’ve picked up, upgrades and downgrades to local equities. There’s a whole lot of free information out there. Just really accessing it and just putting it into the right place, you know, that type of content is aimed at the trader just trying to get context, understanding the narratives of what’s happening in markets that we can hit. And IG actually provides a live Reuters feed directly into the platform so you can access live data from a broadcasting leader.

The Finance Ghost: Okay, fantastic. So I think let’s move into what really distinguishes CFDs from your typical equity investments. And I’m just using equity as the example there. And it’s a concept that people hear about, but they don’t really understand. And it scares them. And in some respects it should scare them, because if you don’t use it properly, it can hurt you. But if you do use it properly, it’s very powerful. And that is this concept of leverage. I think a worked, not necessarily a worked example, but just the basics. You know, how much leverage sits inside a CFD on the IG platform? If I have R1,000 to invest and I just go and buy shares, I’m handing over R1,000 and I’m getting that value in shares, okay? Less fees. And that’s a basic share investment. What would that R1,000 look like in a CFD context with that leverage?

Shaun Murison: Okay, so it really depends on the product that you’re looking at. I think a lot of your listeners might be more familiar with equities and shares, so let’s use an example.

Leverage is how much more you get from that R1,000. So essentially, if you were to buy a share, put down that R1,000 as a deposit, you might get R10,000’s worth of that share to trade with – so essentially ten times more. I’m just using that as an example. It does vary from share to share. Sometimes you might get five times more than what you put down. Sometimes you might get a little bit more. It just depends on the risk profile of the share that you are trading. Essentially what that allows you to do is magnify your profit or loss.

The Finance Ghost: And the extent of magnification is riskier, right. Because small moves in the underlying asset then have a bigger impact on your money that’s sitting there invested.

Shaun Murison: Yes. So if you have a 1% move on that share price would be equivalent to a 10% move on your CFD position. If it’s in your favour, you’ll be making 10% as opposed to the 1% on the underlying share. If it was against you, you’d be losing 10% rather than losing the 1%.

The Finance Ghost: And then how does it work in terms of posting margin? Because that’s another term that typically gets used in these types of trades when people talk about margin. If you read financial statements, you understand margin to be the money you make off a particular revenue number. It’s a bit different in this world. So what does margin mean in the context of CFDs?

Shaun Murison: Margin is basically just another word for deposit. And so, an example, let’s say you wanted to buy R100,000’s worth of shares. You wouldn’t have to outlay that full R100,000 for your position. You just need to put down a deposit for that position, which we refer to as margin. So if that deposit was R10,000, to get movement from R100,000’s worth of shares, that would also be referred to as your margin. Margin / deposit, same thing.

The Finance Ghost: And the way the margin is calculated varies, I think, per underlying asset class or whatever the case may be. Right?

Shaun Murison: Even with shares. If a share is less liquid, you know, more volatile, then we might ask you to put a larger deposit down for that. If the share is a lot more liquid, less volatile, then you’d see smaller margin requirements or deposit requirements.

The Finance Ghost: So margin, super interesting, margin and the way that works is certainly something that can really magnify your returns, as you said, but something that you then need to be careful of and manage accordingly. That’s why I think getting something like a demo account is just such a clever way to do it so that you can actually go and put on trades and watch your margin go into the trade, like I did with mine recently, and then watch the profit and loss and see what actually happens. It’s such an important part of it, right, is to do that demo trade.

Shaun Murison: And I think just on that, you open an account and let’s say you put in R50,000. I would say never take that full R50,000 and put it as a deposit for one trade, because if it moves against you, then you’re going to be in trouble. Take a portion of that. If you’ve got R50,000 in your account and you have to take one position, you could use R5,000 as a deposit, and you’d have R50,000’s worth of equity in the market as a CFD position, as an example. You actually don’t have to leverage up your whole account, but never take all the money in your account and put it into one trade as a deposit if you want to. Unless you really want to gamble it.

The Finance Ghost: Yes. Or commonly known as blowing up your portfolio, if it goes wrong.

Shaun Murison: Yeah. Money management becomes a key aspect to determine your success and failure in this game. You know, when you are trading, we’ve talked about it being a high-risk environment, but you can control that risk, and there are lots of tools available to you to help control that risk. We have things like stop losses. You can actually predetermine the risk that you’re taking in a trade. So you say, well, look, I only want to lose, R1,000. You can have your stop loss x points away from the price that you buy at or that you sell it, from your entry point. And so even if you’re not in front of your computer and your computer’s closed, you can pre-determine your loss in the event that things move unfavourably against you. Obviously, that’s not what we aim for, but in a high-risk environment, you can protect that. So that’s not the desired result, but you just hope for the best, prepare for the worst. You can pre-determine your losses to an extent and control your risk.

A lot of money management does come into play with short-term trading. It is one of the more important determinants of your success or failure in trading.

And with that also comes the discipline of being able to execute. We’re not always going to get it right, so it’s just being prepared. Hope for the best, prepare for the worst.

The Finance Ghost: It’s interesting because, of course, in investing, there’s a whole school of thought that says a highly concentrated portfolio is the way you beat the market. You know, you go and you pick your five or six winners and you really put a lot of money behind them. And of course, it’s great if you’re right. You know, hindsight is incredibly helpful here.

Concentration – I’m personally not someone who does that. I prefer to have quite a few smaller positions because I know how much randomness there is in the market and also just negative surprise. You know, sometimes a company will truly shock you. News will break and a share price will take a 20% bath. And if that was a big proportion of your portfolio, you’re now in serious trouble. So I guess in trading, the concentration risk issue is even worse than it is in investing, because if something goes against you in a trading portfolio with leverage, it can literally wipe you out. Whereas in investing, you can’t lose more than you’ve put in when you’re investing in a company. So I guess the question there is, Shaun, is one is would you agree that in terms of concentration risk, I think trading is more severe than investing? And then maybe the second point, which is something I’ve touched on there, this concept of losing more than you’ve put in, like, how does that actually work? So if I’ve posted margin of R10,000 on a position and the thing moves against me in a way that basically my R10,000 is gone, is that trade then closed on my behalf, or is it possible to lose more than that before something actually happens with that trade?

Shaun Murison: So if you’re in a position right, you need to ensure that in your account that you have, at all times enough to cover the deposit for your trade, that margin we’re talking about, and any loss that you may be incurring. So if you do not have that sufficient capital to cover your deposit and the loss, then you can be closed out of your position. But like I was saying earlier on, so, you know, there’s ways of managing that risk and automating that risk. So in theory, yes, you can. And often there’s market dislocations where, and like you’re saying, you know, they are compounded. They are correct. They are compounded when you’re using leverage in this type of environment.

But there are ways of mitigating that risk with things like stop loss. Now, IG actually has something called a guaranteed stop loss, so you pay a premium for that function. But even if the market was to get the next day open up way lower than where your exit price was, we’d still honour that price and get you out at that particular price. And there are ways of mitigating risk. It’s just using the tools at your disposal.

I just want to add that we talk about stop “loss”, but it can be used to lock in a profit. We’ve talked about the downside, but if you’re in a trade moving favourably, you can actually automate that process and have that stop loss as the market moves in your favour, that stop loss level moving up to help actually ride out as much of that trend as possible. So now, if it does come back, you might just lock in a smaller profit at the highs of the market. But you actually don’t have to take a loss by using what we call a trailing stop loss.

The Finance Ghost: There really is so much to actually get to grips with in this world of trading and how the specific IG platform works. It’s just brilliant. Honestly, conscious of the time on this podcast and how we want to try and be quite strict each week on each episode on how long each one is, there’s so much we can talk about. But one thing I do want to make reference to is that demo account, because I think it’s important to show we’re playing around with this stuff, or certainly from my side and getting involved in it and trying to see how it all works.

I’ll talk about the trade that I put on my first trade because I think that’ll be quite fun. And obviously these are evergreen podcasts. Ultimately we want people to be able to listen to this for a long time at any stage in their journey with CFDs and trading and getting to grips with some of the concepts. It’s not like we’ll go into huge detail around trade ideas because unfortunately, as is the nature of trading, those ideas have a limited shelf life. But I’ll talk about the trade that I put on, which is a short position on Mr Price. I couldn’t resist for my first trade going short because of course that’s the biggest difference versus buying shares, is you can go short with this, whereas you can’t do that when you’re buying shares.

The logic I applied here was the share price ran really hard in the GNU, government of national unity rally. The company I think looks a bit weak strategically compared to some of its competitors. I think you’ve got issues like the Chinese competitors are really strong in the value fashion game. They’re disrupting Mr Price, which doesn’t necessarily have a clear strategy for me. I think Mr Price’s valuation multiple had run too hot. And then on top of all of these things, the co-founder of Mister Price sold a bunch of shares and director dealings are always a very, very helpful indicator of what might be going on inside a company and what the insiders think of the share price.

As you can see from all of that, it was very much a fundamental thesis for why I felt like the share price was overvalued. And I understand fully that the traders would typically use technical measures to spot, you know, which trades they want to go into. Now obviously technical indicators are something we’ll speak about in episodes to come. But I guess just around that, I mean, you can play “spot the investor here”, right? That’s such a fundamental thesis for why I put my short trade on with Mr Price. You would probably think about it, you’d take all of that into account, but you would look at the charts, right, and some of the key indicators?

Shaun Murison: What you’ve done could actually fit into the technical strategy as well. I mean, that’s a contrarian type of indication you’ve gone against the trend. A lot of what we do, though, is sort of identifying the general market direction just by looking at a price. On a chart of the price being from the bottom left-hand side, the top right hand side of your page, you know, the trend is up. So for me, you are right at this point in time. So well done making some money on that trade.

The Finance Ghost: I’ve made some lunch money. I’ve literally made some lunch money because even in my demo account, I just had a small position.

Shaun Murison: Small position, that’s fine. But yeah, just a different way of looking at it is that the trend is up, so that general momentum joining that trend, it’s easier to make money following a trend than to trade against the trends. I think if you’re doing what you’re doing there, you need to be quite nimble. The sentiment is quite positive, and that’s what the charts are showing us right now. But what you picked up is what I can pick up on a technical basis as well. That, yes, Mr Price ran a little bit too far. It was looking a little bit overbought. Maybe a short-term correction from that move up was on the cards and it has started to manifest.

My preferred approach for something like that, though, is if I was getting involved in something like that share, you know, at the time of this podcast, be waiting for that, rather than trying to pick the top, is waiting for that weakness to play out and then looking to join that trend.

So I’d be looking at getting on the long side, but waiting for a bit of short term weakness to get involved.

The Finance Ghost: And that right there is the beauty of a market. I love it. Longs, shorts, different points, same stock, same underlying situation, but at different points on the chart, different strategies make sense. And I think, Shaun, that’s a great place to leave the second episode of this podcast. Thank you as always, for doing this with me into the IG team and just the belief in helping investors make that leap and actually open up that demo account, do their first trade. So to our listeners, go and check out the other episodes in this series. Go onto the IG website. Find all of the resources there to help you learn about this, but most importantly, get that demo account set up. There’s just no better way to learn than by doing and rather do it with monopoly money and learn some good lessons and some hard lessons before you do it with your real money. Shaun, thank you very much and I look forward to our next one.

Outro: In our gorgeously diverse country, there really is a new reason to trade every day. Current affairs to political news can make the markets move and cause volatility, which can be advantageous to a trader. Diversify your portfolio by opening a trading account with IG and explore the possibilities of CFD trading or practice your trading skills on an IG demo account.

Ghost Bites (Ascendis | BHP | Vukile)

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


Another twist in the Ascendis tale (JSE: ASC)

The High Court has given the TRP a bloody nose

The Ascendis story seems to be far from over. After the Takeover Regulation Panel (TRP) released its findings from its investigation, there was a lot of attention in the market on the parties involved. Ascendis quickly released an announcement noting that the company (and the concert parties) disagreed with the findings of the TRP and would consider next steps.

As a first step in rebuttal, Ascendis and the parties applied to the High Court to have the TRP ruling set aside. The High Court gave a nod of approval to this, setting aside the TRP ruling and compliance notice and remitting the matter to the TRP.

The reason? Lack of procedural fairness. Interesting.

The ball now seems to be in the TRP’s court. This dispute is far from over I think.


BHP reflects on the year with an activities report for the final quarter (JSE: BHG)

Production guidance for the full year was achieved for all commodities

BHP is a very large group, so any given year will include highlights and areas with challenges. Be careful when interpreting a statement that production guidance was met. Meeting guidance and having a good time are two different things.

Starting with the good news for the year ended June 2024, WAIO achieved its second consecutive year of record production – admittedly only up by 1%. The other major highlight is the copper business, with total production up 9% and operational highlights including a year of record production at Spence in Chile and positive news from the other copper operations as well. It’s also worth noting that metallurgical coal achieved the upper end of revised guidance.

One of the disappointments of the year has to be the temporary suspension of the Western Australia Nickel operations, as the global nickel market remains in a terribly oversupplied situation, putting continued pressure on nickel prices.

The market will now wait for detailed financial results.


Vukile is on a debt capital markets roadshow (JSE: VKE)

This is useful even for equity investors

Vukile Property Fund is one of the better REITs on the JSE that enjoys strong support among institutional investors. Being able to raise equity capital is only half the battle won, as REITs require ongoing support from debt providers as well. This is why Vukile is on a debt capital markets roadshow, with the full presentation available here for anyone interested.

One of the key points is that Vukile has achieved considerable geographical diversification, with 61% of the assets located in Spain. The portfolio is yielding 6.6% in Spain (that’s in euros) and 8.7% in South Africa, obviously in rands.

Within South Africa, what makes Vukile interesting is the exposure to the township and rural economies. The group has very little exposure to the Western Cape, with most of the properties up north and focused on retail opportunities in lower income areas that offer strong growth prospects. Importantly, the South African portfolio is currently enjoying positive reversions.

There are a large number of really interesting, detailed slides and charts in the presentation. If you’re interested in property, then I recommend reading it.

Where else have you seen detail like this:

With a loan-to-value ratio of 40.7% and a debt maturity profile of 2.9 years, Vukile is not having urgent discussions with debt providers. Instead, they are ensuring ongoing support from the market and an understanding of the Vukile model and risks, supported by the corporate long-term credit rating of AA(ZA). This is ahead of a plan to access the debt market in August via a public auction, with the proceeds intended to be used to repay corporate notes maturing in FY25.


Little Bites:

  • Director dealings:
    • A director of a subsidiary of Insimbi (JSE: ISB) has been selling shares for a little while now. The latest sale is for R85.5k worth of shares.
    • A director of Visual International (JSE: VIS) bought shares worth R47k.
  • Riskowitz Value Fund is buying 1.3% of the shares in Trustco Resources, a subsidiary of Trustco (JSE: TTO). Trustco talks about how this is an injection of capital into Trustco Resources, yet the deal is described as an acquisition of shares rather than a subscription for new shares. Either way, the deal is worth $4.55 million. An independent expert has determined the deal terms to be fair. As a small related party transaction, such an opinion was a prerequisite for the deal.
  • Spear REIT (JSE: SEA) announced that the Competition Commission has approved Spear’s acquisition of Emira’s (JSE: EMI) Western Cape portfolio, subject to certain conditions that are acceptable to Spear.
  • If you’re a Sygnia (JSE: SYG) shareholder and you would like to read the circular about the proposed share option scheme for staff, you’ll find the circular here.
  • Grindrod Shipping (JSE: GSH) announced that the High Court of the Republic of Singapore approved the proposed selective capital reduction of the company, which is basically just a clever way to use the company’s balance sheet to take out minority shareholders and pay them $49.6 million – or $14.25 each.

Ghost Bites (Brait | Richemont)

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Brait is ready to launch its rights offer (JSE: BAT)

Up to R1.5 billion will be raised

Brait has announced that the circular for the rights offer will be released on 18 July, which is this week. This will give the market more details on the Brait story, with shareholders asked to put in R1.5 billion in equity.

As part of the balance sheet activities, the convertible bonds are to be partially repaid by R150 million and the exchangeable bonds will be partially repaid by an aggregate reduction of the principal amount of R750 million.

The bond maturities will be extended by three years to December 2027 as part of the transactions.

In further debt news, the Brait Mauritius Limited revolving credit facility will be extended to March 2028, with the limit increasing from R0.6 billion to R1.0 billion.

Christo Wiese is underwriting the rights offer via Titan, his investment company, but shareholders are allowed to apply for excess applications and can trade their nil paid letters. This is somewhat surprising, as they could’ve taken the more aggressive route and not allowed either of these courses of action, thereby allowing Titan to snap up even more shares than would otherwise be the case.

Titan will earn a market-related underwriting fee of 1%. They are underwriting up to R1.5 billion. That’s a nice way to put R15 million in the bank, isn’t it?


Flat sales at Richemont in the latest quarter (JSE: CFR)

Asia Pacific is where the problem lies

Richemont has reported its sales for the three months to June, reflecting the first quarter of the new financial year. Sales growth was a tepid 1% at constant exchange rates. Sales actually fell 1% as reported, with Asia Pacific dragging the team down with an 18% decline at constant rates and a 19% decline as reported. China, Hong Kong and Macau fell 27%, with South Korea and Malaysia in the green and helping to mitigate some of that impact in the Asia Pacific region.

Richemont is quick to highlight that the group number has a tough base effect, with growth in the comparable quarter of 19% at constant rates and 14% as reported. Whilst that is true, it means that the two-year growth stack is nowhere near as impressive as the rates that the market was getting excited about last year.

As the largest region (32% of group sales), Asia Pacific managed to ruin the party seen elsewhere, like 10% growth in the Americas and a whopping 59% in Japan (both constant rates). The result in Japan was driven by domestic demand and tourist spending, with an uptick in tourism in Japan due to the weaker yen. Middle East & Africa rose 8%, with tourist spending in the UAE and Saudi Arabia as the major driver.

If we look by channel, group retail sales were up 2% and wholesale and royalty income fell 5%, both constant currency. Surprisingly, online retail was up 6%, so there’s some positive momentum there. The online happiness certainly isn’t being experienced at YOOX NET-A-PORTER which is an ongoing disaster, presented as a discontinued operation and reflecting a 15% sales reduction.

A view by business area shows that Specialist Watchmakers got the worst of it, with sales down 13% in constant currency. Jewellery Maisons grew 4% and the other category was up 6%.

It’s been a poor week in the headlines for the luxury sector, with Burberry getting particularly smashed out there (down 16.5% in the past week). Richemont’s share price brushed off the weak sales update, holding onto the year-to-date growth of around 9%.


Little Bites:

  • Director dealings:
  • Salungano (JSE: SLG) announced that creditors have supported the business rescue plan put forward by the business rescue practitioners for Wescoal Mining, which will continue operations for the benefit of all affected parties.
  • Cash shell Trencor (JSE: TRE) released a trading statement for the six months to June. It reflects a drop in HEPS of between 86.1% and 84.6%. This is because of the forex impacts of the cash balances, which have the biggest impact on the results in any given period while the company counts down the time until it can clear out the legacy cash and shut down the shell. Based on the indemnities previously given to other parties, the process to wind up the company should be able to commence after December 2024.
  • If you’re curious about Orion Minerals (JSE: ORN) and you want to know more about the company, they are hosting a live investor webinar at 8:30am on Thursday morning. Refer to the SENS announcement for sign-up details.
  • Accelerate Property Fund’s (JSE: APF) name is turning out to be incredibly ironic in the context of financial results. They’ve been delayed yet again, with the company now promising to issue them by 21 July.
  • Tiny listed company Numeral (JSE: XII) has released results for the three months to May. They reflect revenue of $10k and operating income of $1.7k. No, I don’t appear to be missing any zeroes there.

Ghost Bites (Bell Equipment | Murray & Roberts | Northam Platinum | Pick n Pay | Sappi | Sasfin)

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The Bell is finally ringing – at R53 per share (JSE: BEL)

After years of speculation and even arguments with activist shareholders, there’s a deal

At long last, Bell Equipment is being taken private. Although the deal was only announced on Monday, Bell was up 10% on Friday. Perhaps some people just have really good crystal balls.

The Bell family holds 70.13% through IAB and another 14.82% across various family holdings, so the free float in Bell was already very low. Original attempts to take the company private at opportunistic prices were unsuccessful, with the family now stumping up R53 a share to get the deal across the line. At a huge premium of 82.3% to the 30-day VWAP, it almost feels like they’ve over-corrected on the offer price and offered too much!

The reasons for the delisting are the usual ones: limited share liquidity, constrained ability to raise capital and significant costs of remaining listed.

The offer is worth R762 million, with the offeror having obtained a bank guarantee from Investec in this respect.

Although the independent expert hasn’t opined on the fairness of the deal yet, I can’t see there being any issues at this price.

Bell traded below R5 a share in the worst of the pandemic. It has achieved elusive ten-bagger status, although I’m not sure if anyone would’ve timed it perfectly to buy at the bottom and hang on for the delisting offer! Still, a lot of people did well out of this one.

This is structured as a scheme of arrangement. If it gets the requisite number of votes, the offeror will get all the remaining shares in the company.


Murray & Roberts won a contract in Latin America (JSE: MUR)

When you’re light on good news, you have to celebrate everything

Murray & Roberts has enjoyed a 55% rally in the share price this year, benefitting from the improved sentiment on the JSE without anyone really referencing the company as a stock pick. It’s a risky choice, which might be why market commentators have stuck to the old faithfuls like Afrimat. After all, Murray & Roberts is down nearly 80% over three years.

With the company trying to execute a turnaround, any good news is celebrated. If it’s big enough, they won’t be shy to use SENS to tell you about it. This is the case in the latest update, with Cementation Americas (part of the Murray & Roberts Group) being awarded a mine construction project in Latin America worth $200 million over several years.

If this sounds like business-as-usual to you, that’s because it is. Like I said, it’s been a tough time for the group and they want to get good news into the headlines.


Northam Platinum is doing the best it can (JSE: NPH)

They can’t control PGM prices but they can control production

Northam Platinum released a voluntary production update for the year ended June 2024. It reflects a 10.3% increase in refined 4E metal production from owned operations and 10.6% including purchased material. Either way, that’s good. They exceeded their guidance thanks to outperformance at Booysendal.

PGM price weakness has been the theme lately and Northam is trying to limit the pain by being focused on internal efficiencies and cash conversion.

The share price has had a choppy ride this year and is down 8% year-to-date.


Pick n Pay has released the rights offer circular (JSE: PIK)

It feels like the market has been waiting forever for this

The market has known about Pick n Pay’s rights offer for so long that it has felt like a lifetime for the circular to be released. Although nothing has materially changed since the other announcements, it’s always worth taking a look at the circular to see what we can dig up.

The first interesting bit is the use of proceeds from the R4 billion rights offer. Apart from reducing debt making progress on the turnaround strategy, they also foresee this as being enough for incremental operational funding requirements for the rest of the 2025 financial year. This implies that the group is still absorbing cash at the moment – a good reminder that turnarounds aren’t easy.

There’s other interesting stuff, like a note that the retail business has been divided into six regions rather than three. Presumably this is to help the executives get in their cars and actually visit the stores. If I were them, I would pay particular attention to customers getting thoroughly ignored in the bakery queue for nearly ten minutes. That’s just one of my joyous experiences that I can think of in a Pick n Pay recently. They have 7,000 employees on the “frontline multi-skilling programme” which hopefully includes a module on how to sell a donut to a guy with a sugar craving.

Importantly, they talk about not following a “scale-at-all-cost” approach to the store footprint, which sounds like they will have fewer stores thanks to cuts made to the long tail of sub-economic stores. That’s tough for landlords, of course. Where it makes sense, they will convert Pick n Pay stores to Boxers. Another initiative is to convert some corporate-owned stores to franchise stores.

There’s also this paragraph, which is particularly incredible when you consider that Checkers is a corporate-owned model, as is Woolworths Food. Somehow, I think this is a management problem rather than a business model problem:

Here’s a more positive data point: if load shedding continues to stay away, there’s a significant potential saving for Pick n Pay this year. They spent R698 million diesel in the year ended February 2024. Consider this amount in the context of the size of the capital raise and you’re getting a good idea of what load shedding really cost the economy last year.

Here’s the biggest shock of all, if you’ve never seen how much money underwriters make for being willing to support a capital raise. Get ready for the costs of the rights offer, coming in at a cool R114 million:

Strategic and operational incompetence has a price. A very large price, indeed. Let’s hope that with a new management team in place, Pick n Pay will get things right.

If you would like to read the rights offer circular (and I always recommend making time for this stuff if you can), you’ll find it here.


Sappi has sold the Lanaken Mill land and assets (JSE: SAP)

Alas, it could not be saved as a mill though

In November 2023, Sappi announced that it would be reducing capacity for graphic paper in Europe. The paper industry is a cyclical game of note, but there are also underlying structural trends that can impact supply and demand. Either way, the writing was on the wall for the Sappa Lanaken mill in Belgium, with production ceasing by the end of December 2023.

Sappi has found a buyer for the asset in the form of UTB Waalwijk B.V., a Dutch company that specialises in industrial property conversions. This suggests that the property will be given a new lease on life – literally. But it probably won’t be a mill.

More importantly, the price is €50 million, of which €40 million will be paid in cash. For some reason, the announcement doesn’t indicate how the other €10 million will be paid. The transaction is expected to close in October.


Sasfin is being taken private – or is it? (JSE: SFN)

The share price was so bad that it’s barely up YTD after the take-private jump

I’ve joked more than once that Sasfin’s returns are so poor that shareholders would be much better off selling their shares and taking out a fixed deposit with the bank instead. It seems as though the family has given up on any prospects of meaningful share price growth, so they are taking it private instead alongside Women Investment Portfolio Holdings, commonly known as Wiphold.

The actual structure is interesting, with those parties subscribing for shares in Sasfin Wealth before that company makes an offer to shareholders of R30 per share in Sasfin Holdings. This is a premium of 66% to the 30-day VWAP.

They will also put together a scheme for management of Sasfin Wealth to have a 15% interest in the enlarged share capital of Sasfin Wealth. This will be funded mainly by a vendor finance scheme.

The concert parties hold 73.1% of Sasfin, so the offer is for the remaining 26.9%. There’s a real twist in the tale around this, so read on,

This is an offer rather than a scheme, so shareholders could choose to remain invested in an unlisted version of Sasfin. Personally, I would rather watch re-runs of Ireland’s last minute drop goal than have unlisted shares in Sasfin.

Now for the weird bit. As you read through the announcement, you get to a particularly interesting paragraph:

From my understanding of this, they will only go through with this offer if holders of no more than 10% in Sasfin accept the offer. This sounds doomed to fail, unless I’m missing something here. How can they assume that fewer than half of the non-concert party shareholder will accept the offer?

If you’re wondering if they perhaps have irrevocable undertakings from parties other than the concert parties, then you’ve been paying attention to deals. Alas, there are no other irrevocables. Only the concert parties have indicated that they won’t accept the offer from Sasfin Wealth. This is the 73.1% referenced above.

Odd.


Little Bites:

  • Director dealings:
    • The CEO of Stefanutti Stocks (JSE: SSK) has bought shares worth just under R3 million.
    • A director of Newpark REIT (JSE: NRL) bought shares worth R1.4 million.
    • A director of a major subsidiary of Lewis (JSE: LEW) sold shares worth R718k. The announcement notes that they relate to share awards but isn’t explicit on whether this is just the taxable portion.
    • A director of a subsidiary of Insimbi (JSE: ISB) sold shares worth R8k.
  • Clientele (JSE: CLI) must’ve cracked open the champagne yesterday, as their acquisition of 1Life Insurance is now unconditional. The deal is deemed to have closed on 1 July. They are paying for the acquisition through the issuance of Clientele shares, so I think it’s a goodie.
  • Dis-Chem (JSE: DCP) is subscribing for a 50% interest in OneSpark in the US, a company that is a related party to Dis-Chem because of the relationship with the founders. The deal is for a share subscription worth R156 million, so it’s a meaningful transaction. PwC has provided an opinion that the terms of the deal are fair to Dis-Chem shareholders. If you want to read the opinion, check it out here.
  • Vunani (JSE: VUN) has renewed the cautionary announcement related to the potential disposal of a minority shareholding in a subsidiary. They don’t say which subsidiary this is.

Ghost Stories #42: Utshalo wants more retail investors

Listen to the podcast below:

Paul Miller is an ex-investment banker with extensive experience not just in the markets, but in junior mining as well. He understands how important it is for a market to have an active base of retail investors, connecting capital to opportunities and encouraging more listings. Access to capital is the lifeblood for the junior mining sector, but it goes far beyond that.

Through Utshalo, he is working to encourage listed companies to include retail investors in their capital raises, rather than only picking up the phone to a few investors in an accelerated bookbuild.

With Orion Minerals as the perfect example of what can be done in South Africa, Paul joined The Finance Ghost on this podcast to talk about why this is so important and how Utshalo can help. You can find out more about Utshalo at this link.

Utshalo is a division of Ince (Pty) Limited, a juristic representative of Insurance Supermarket Insurance Brokers (Pty) Limited, registration number 2012/044142/07, an Authorised Financial Services Provider, FSP number 43986

Read the transcript below:

The Finance Ghost: Welcome to this episode of Ghost Stories, coming to you from a very cold and rainy Cape Town. I just drove past the vlei near my house, and the water was just about up to the road, actually, which is not something that you see too often. And Paul, maybe we’ll see some money flowing through the JSE like we’ve seen the rain flowing into the rivers here in Cape Town. I don’t know. Time will tell. But if anyone’s going to know, and if anyone’s going to help influence that, it’s you. And it’s very good to have you on the show.

For the listeners today, my guest is Paul Miller, the founder of Utshalo. And Paul, there’s been some really cool press releases about what you’re up to in the past week, and obviously we’ll dig into all of that. But first, let me just welcome you to Ghost Stories and thank you for doing this with me.

Paul Miller: Thanks, I look forward to it.

The Finance Ghost: Let’s start at the beginning, because you’ve got a very interesting history. I mean, you’ve been at the cutting edge of finance, let’s face it, for a long time now. You’ve done investment banking. You ran a JSE-listed company at one point. You are a busy man today with a few business interests as well, one of which is Utshalo, which really comes from your experience in the markets and obviously a passion for that. Let’s just start there.

What drove you to actually start this business? And ultimately, what problem are you trying to solve in the world? Because, of course, that’s what makes a startup a startup, right? A burning desire to solve a problem.

Paul Miller: Absolutely. I had a most wonderful time as a corporate financier working for Nedbank prior to the global financial crisis. I was in the corporate finance team and what I really enjoyed was equity capital markets and equity capital raising. I had previously been a management consultant, spent some time on the mines, and I was asked to be a mining specialist. So I became a mining specialist equity capital markets corporate financier, and hit that purple patch when everyone was talking about the commodity super cycle and the new mineral rights regime in South Africa had driven a lot of change in deal making. I pursued raising equity capital for junior miners and bringing junior miners to the JSE as secondary inward dual listings, and had some amazing success. I was the JSE sponsor on Aquarius Platinum, the first new generation inward dual listing. Now we have 60 or so. I led the listing of Eland Platinum, which was a five bagger for the investors who came in originally. I went to Canada and got Canadian listed companies and brought them to the JSE. It was a fantastic time and possibly the highlight of a career. I was then founding managing director of a coal exploration and mine development company and we raised money in the April ahead of the October crash to build a coal mine and supply a ten-year contract to Eskom.

So that was the foundation. I then went coal mining for five years to return to banking afterwards, and then in 2017 went back to the market to raise money with the individual listing of Alphamin Resources. And it was in that ten-year gap that really, when I suppose the terrain had changed under my feet – and it was looking at what had changed between 2007 and 2017 that’s really led to a challenge.

The Finance Ghost: I should have said you were at the coalface, not the cutting edge, because you were literally at the coalface for quite some time. That’s a pretty fascinating career.

Paul, obviously there’s a piece of me that’s quite jealous that you got to do this pre-global financial crisis. I’ve only ever known post-global financial crisis. I finished university in 2010 and then did my articles and then did my years in corporate finance. So I only really saw a market that was just so much harder to raise equity capital in. In 2014 to 2017, if you were a property fund, you could phone up Java and basically have your money an hour later in an accelerated bookbuild. And even that’s not so easy anymore. We’ll get into one of the property capital raises just now. But generally speaking, we’ve seen obviously a big knock to the ability to raise capital on the local market for whatever reason. And maybe this government of national unity and improved sentiment will make it better. But the reality is that if companies struggle to raise money, the motivation for being listed takes a serious dive. Listing is not a great way to achieve an exit for your shareholders because they’re either locked in for a period of time or they have to keep announcing to the market every time they go through a 5% threshold. It’s like sending a massive smoke signal to say “hey sorry, I’m selling”. And then investors follow as well and the share price crashes. So listing is not great for exiting; it’s really good for raising capital. I mean that’s the point. That is what listing is really all about. And from what you’re saying, it feels like some of that has really fallen away since you were involved in the markets.

Paul Miller: No, it had. And I got a cold dose of reality with the Alphamin listing. Think about it. It was a R2 billion market cap company at the time. We were looking to raise R500 million locally. Today, it’s a R19 billion company, and South African institutions would not even see us because the company was too small. Look at what they’ve lost. There were people with mining analyst in their job title who wouldn’t even take the meeting. And today it’s a R19 billion company and all that value has gone to Canadians. So that was the experience at the time.

But if you look at how the problem was diagnosed at the time, people said it was because the JSE was too expensive, and their rules were too onerous. And I refuse to accept that, as this is a far more complicated problem.

And quite frankly, the JSE is no more onerous and no more expensive than any other exchange. And if you see what has been achieved in Canada and Australia, you realize the hollowness of that description. You then hear people say, no, no, it’s an international trend. It’s happening everywhere. But it isn’t.

It is happening in some other markets. And we can get into the differences between the different markets. But I was concerned that the diagnosis was wrong. So I spent some time pondering it and then when I came up with what I thought was wrong, I wrote a whole series of op eds. Anyone who who would take an op ed on the issue, I wrote for. I think I wrote seven for Daily Maverick, I wrote for the Financial Mail, I wrote for Investors Monthly. I put all my ideas out there for two reasons. One, I needed to test them, and secondly, I wanted people to tell me if I was right or wrong. And I wanted to change the narrative about what was wrong. It could not simply be that the rules were too onerous and the costs were too expensive. Because even if they are, the JSE would at some point improve, and they do all the time. They had multiple initiatives over 20 years to improve their attractiveness.

I then came up with what I thought was the problem. And it was in that process that the inspiration for Utshalo came, because other countries and other markets have similar problems. And there has been a fintech response. So, in the UK, we see PrimaryBid, in Australia we see OnMarket, and we didn’t see a similar thing here. And that’s the gap that we’re trying to fill.

The Finance Ghost: Let’s talk the UK. And maybe before we get into where else, there’s a bit of a listings crisis, because I know the London Stock Exchange is struggling at the moment. You’ve raised the PrimaryBid name. Now, I had never heard of PrimaryBid until literally the past week when I read the Sirius Real Estate capital raise announcements. They’ve done a large private placement in South Africa, which is a very well-trodden path as I referenced earlier. You phone up… well, I referenced the advisor who was leading at the time, but you can find any advisor really, they’ll do the book running for you, make a few phone calls and raise the money. That’s how it works in South Africa. Retail investors kind of get shut out, unfortunately.

Institutional investors can take up the stock and they get it at a discount of a few percentage points to the 30-day VWAP, typically because they need to be incentivized to come in. And it’s frustrating obviously, because for retail investors they often get shut out and that clearly is your mission in this world. And again, we’ll talk about what you’re busy doing with Orion Minerals just now. Let’s just do Sirius Real Estate quickly because PrimaryBid is a name that is now familiar to someone who is reading every SENS announcement, as I do, and they’ve raised, or they are raising as we speak, a little bit of retail investor capital in the UK market, but nothing in South Africa. And Sirius is such a well-known name in South Africa. And perhaps most frustratingly, it’s a well-respected name because they do a lot of great stuff with their portfolio in Europe and it’s not hard to find a South African investor looking to diversify with offshore exposure. You would think that there would be no shortage of demand to come in and grab the shares at a small discount to the VWAP, and yet they haven’t done it. Why is that? Why do you think that is?

Paul Miller: People blame the Companies act, and yet if you look at the exclusions that are copy and pasted into every regulatory document relating to section 96 of the Companies Act, I think our advisors and lawyers in South Africa got it wrong and it’s copy and pasted from one document to the next. And it says that we can’t make this offer to the public at large. Or alternatively, if we do, they can only come in for more than a million rand each. But they don’t read it carefully enough. Because what are institutions?

Institutions are agents for the investors who place their money with that institution. And stockbrokers and financial services providers and banks are all licensed to act as agents for retail investors and they all exempt from the public offer restrictions in the Companies Act. So Utshalo is a financial services provider and we are duly licensed to offer the service that we do and we believe we’ve threaded the needle, that we can provide retail investors as their agents with access to private placements, for example, and that the restriction on offering to the public in South Africa is massively overplayed. In that accelerated book build that Sirius did, they would have gone to wealth managers, for example, who would have gone to their clients, who would have raised money from their clients. The issue is our stockbrokers, our stockbrokers don’t want to put offers for smaller companies in front of their clients. And the reason they can’t do that is they’ve actually morphed into asset managers. And asset managers have to show a process and apply skills and experience for every investment recommendation they make. So they won’t phone you to say Orion Minerals is doing a placement because they have to go and write a 40 page report and put it to a committee. And that’s expensive. And why would they do that? They far prefer to just put you in the top hundred companies. So that’s the gap we try to fill. We’re trying to reconnect real retail investors who are managing their own money with companies. And that’s what we believe is broken. And one of the things that’s broken in our market.

The Finance Ghost: Yeah, it’s fascinating. I mean, whether or not Sirius phoned wealth managers, obviously you or I will never truly know. They might have even phoned just the four or five biggest institutions and they just said, thank you very much, we’ll take it. Because to your point, there’s a real issue around the level of research around stocks on the market. And Sirius is big. Theres no shortage of understanding of that thing. And even then, you don’t really see this kind of scenario where to your point, brokers are actively taking this to clients. It’s just this broader challenge where you can’t have that infrastructure unless you have regular capital raising of size, like the environment you came from pre-global financial crisis. And yet here we are with Orion Minerals, who is working with you now, and I think we should get into that now, raising through what they call a share purchase plan, which I thought was super interesting when I saw it come up. And I’m very keen to understand, I guess, firstly, how that works from a regulatory perspective. Why are they able to do this? What is the trick here? What makes it work? And then what is your involvement as Utshalo? Because for other listed companies and advisors listening to this and wondering how they can make this work, I think it’s well worth spending the time on how you’ve done this with Orion Minerals.

Paul Miller: Yes, and what’s the difference between what Orion Minerals is doing and what Sirius chose not to do?

So, Sirius is primarily a UK company, I think, and the offer is to UK retail investors and their offer on PrimaryBid is to any retail investors. Right? So it’s to the existing shareholders and anyone else who wants to participate. And on the face of it, that looks like a public offer. So to replicate it in South Africa, it’s very easy for a conservative lawyer in Sandton to say, no, no, you can’t do a public offer without issuing a prospectus. It’s going to take six weeks to do the prospectus and get it registered with CIPC. And CIPC is not any good. And then you have to have it open for 15 days and then you can close it. So that’s what probably might well have been the advice they got. And they said, well, we couldn’t be bothered then to do it to retail investors in South Africa. Except, of course, what Orion Minerals has done is, from a South African regulatory point of view, they haven’t made an offer to the public, they’ve made an offer to the existing shareholders and the existing shareholders are not the public. It just happens that Orion uniquely has 22,000 retail investors or 22,000 investors in total. So what is allowed in Australia is when you do the equivalent of an accelerated book build to professional investors, you can then, on the same terms, extend that offer to your existing clients who perhaps didn’t have the liquidity or couldn’t do it quickly or couldn’t just tick a box on, or better still, answer on a recorded telephone line that they’d participate. And then you can take your time, two, three weeks, to raise the money from your own investors who you can take the time and you can do it slowly on the same terms. So that’s what Orion has done and it’s manifestly fairer to your existing shareholders.

And what Sirius has done, I would suggest, is unfair – I mean, the unfairness of it is obvious. They are offering shares to only the UK sub register and not to the South African sub register. Are shareholders not meant to be equal?

And I think it’s a lack of imagination of the South African advisors to Sirius who probably told them that they couldn’t do it here. And I believe you can do it here. We are leading the way with Orion because here we found a company that’s saying, well, actually we owe a responsibility to our 22,000 existing shareholders. They bought shares in us. In fact, they’ve bought 49% of the company, and most of it’s flowed over from Australia to South Africa. We owe a responsibility to those shareholders.

And let’s face it, you know that all our advisors in South Africa have signed up to the financial sector code which requires them to promote financial inclusion. How is what Sirius’ advisors suggested to them promoting financial inclusion in South Africa?

The Finance Ghost: I think the passion you’ve got for it, Paul, is clear. I mean, yeah, we’ll never really know what advice Sirius was given and it sounds like we’re picking on this one company. Unfortunately, they’re just the latest example. And maybe the difference there is that they actually thought to do, you know, a retail raise as well. They just thought to do it somewhere other than in South Africa. And maybe that’s why it really just sticks out as an exception. I suppose for Orion, it’s just wonderful to see that they are including retail investors in this because technically speaking, do they have to? There’s no way to say for sure whether or not they could raise that money from institutions. And I guess companies will look at that. That’s going to be a business decision at the end of the day. How easy is it for us to raise from instos for big property companies? It’s very easy. How easy is it to raise from institutions as a junior mining house? I guess it’s that much harder.

In a perfect world, obviously we want every company to look at this and say, hey, retail investor participation is important and worthwhile and we are going to carve out a piece for this. But the practicalities are the practicalities. So I guess that leads me to my next question, which is just how much work is it to actually add on a retail raise to an accelerated book build? As Orion Minerals has done.

Paul Miller: That’s the gap we’re trying to fill. Because there hasn’t been anyone to do that work and it’s administratively intensive and of course we’ve got to do things like, because we are a financial services provider, we’ve got to FICA people, you know, so we’ve got to build the tech to do that in a seamless and frictionless way as possible. And we’ve done that. But I think we need to take a slightly more philosophical view here. We’ve got a problem. There’s a structural issue with participation in our stock exchange. We’ve got an overwhelming dominance of the top hundred companies in all the trade and more importantly, ten institutions.

Institutional groups manage 90% of all savings in South Africa. Now, if we want the JSE to shrink down to 100 or fewer companies, very big companies, and if we want to deny that our public markets are public, in other words, we need to just admit that the institutional markets, those ten institutions, must get all the business they must continue to charge amongst the highest retail asset management charges in the world. If we are happy with that situation, then the advisory community out there must continue to deny participation to retail investors on the stock exchange, because that’s what’s happening now. The same institutions that have signed up to promote financial inclusion are actively working against financial inclusion. I think it’s a very serious question that needs to be asked to all those advisory teams, the complete lack of imagination on how to include people in the public markets rather than exclude them. And everyone says, no, no, no, we shouldn’t have to do anything. We can just raise the money from institutions. Yes. And when the market cycle turns against you and the institutions are selling out, who’s going to buy? Where’s the liquidity going to come from?

I think we collectively have a responsibility to try and fix what I believe is a structural issue on the stock exchange. And one way of fixing it is to bring in as diverse a range of investors as possible, and not leave it to the ten institutions that manage the vast majority of the funds that have a massive bias to the large and the liquid.

The Finance Ghost: Yup, those are all great points. Absolutely. So how does Utshalo do that? How do you help to solve this problem?

Paul Miller: Ghost, you’re too young. But even I can remember when you used to fill out a form in the newspaper that was appended to a prospectus. You would attach a cheque and post it to the transfer secretary. And the transfer secretary would send you your share certificate. So that’s the process. But in a digital first, low friction way, where we can directly reach the investors with digital marketing, email campaigns, WhatsApps, all the modern ways that you can do that, and they can submit their form to us. Of course, there’s extra layers of regulation these days around FICA and things, but we can do that as seamlessly as possible. And in the back-end facilitate the posting of the cheque, which is these days, electronic settlement. So that’s what we aim to do.

We are a fully licensed financial services provider, so there are opportunities for us, for example, to allow our members of Utshalo, because people sign up to become a member, to participate in private placings, for example, at less than a million rand each. This is possible. We’ve threaded the needle also to provide issuers with a one-stop shop where they can go and get that full service in one place. You don’t have to go and see all 30 or 40 stockbrokers on the stock exchange. Just come to us, we’ll handle it and handle the settlement. And the shares go into the investors stockbroking account and they can continue to trade in the secondary market as they always have. We’re not a stockbroker. We don’t have any interest in secondary trade.

So that’s the gap we fill. I don’t claim it to be entirely novel. It exists in other markets as well. But it’s a first for here in South Africa. And what’s interesting is we launched this Orion thing just this week, right. And the number of people who signing up on our website has actually been quite surprising. So there’s definitely interest out there.

The Finance Ghost: Yeah, I think there’s a ton of interest out there. I mean, South Africans are always looking for ways to move forward. I think that’s true for us as a nation, genuinely. And that’s part of why I’m so passionate about what I do. And I can see the amount of passion you have for what you do. It’s the startup founder’s curse. We both have it; we each feel very passionately about the things that we’re trying to bring to the market at the end of the day, because the markets are just this wonderful way for a country to move forward.

I mean, we are obviously both dyed in the wool capitalists. And if you can connect money to opportunities, you grow an economy, you create jobs, and you drive wealth. And that is desperately what South Africa needs above all else. I think the work you’re doing is fantastic. And I think for advisors and issuers, that is, listed companies that are listening to this, you know, reach out to Paul, it costs you nothing. It doesn’t hurt you at all. You know, just have the conversation and consider how to actually bring your retail base into your next capital raise or into your thinking at least, and help to drive a vibrant market, which is, at the end of the day, what we all desperately want to see, right?

Paul Miller: No, absolutely. But I think we also need to appreciate South Africa’s mineral endowment and its highly developed capital markets are two of our most fundamental advantages. And junior mining has two sides to its coin. On one side the mineral endowment. On the other side is access to capital. And we need to bring those two things together. Now, Utshalo is not exclusively about junior mining. It’s just that junior mining happens to be the sort of capital-intensive industry that most often needs to raise money. We are open to all companies.

And just by way of background, by the way, the term is a Zulu or Xhosa term to sow a seed. And it’s used in the context of “utshalo imali”, which is to, to invest money. And it’s the root of the modern word for investment. And I think that’s a wonderful reference back to what primary capital raising is about. It’s where you take money from investors and actually put it in the ground.

You invest it in projects or infrastructure or mines and grow something from it. And that’s the reference, of course, also helps that it’s entirely unique, so the search engines will always find it. So we like that too.

The Finance Ghost: Yeah, that does help. Right? That never hurts to make your SEO a little bit easier. But I love it. I love the sentiment.

Paul Miller: So that’s where people can reach us, right? Ghost, they can just search Utshalo and they will come up on our website. They can sign up there as an investor or contact us as an issuer. And we, I mean, this is a passion project for me. I’ve been at it for three years. We’ve got the regulatory approval. This is our first transaction. People are beginning to sign up and I’m really looking forward to the sentiment changing, bringing more IPOs, new listings, book builds, liquidity placements. There’s a whole range of things that we can give to issuers. And I think the final point from my side is just to say that we are paid by the issuer and there’s no cost to the investors.

The Finance Ghost: I think that is a fantastic place for us to finish it. So Paul, thank you. This has been a really great discussion. As I say, I think the passion that you have for this thing just really comes through clearly. And to those listening, I would encourage you go check out that Utshalo website. Reach out to Paul. And Paul, I really hope that the Orion raise will be a great success. Obviously I’ll see the results of that on SENS at some point. And I hope to see more and more of this coming through so that South Africans can participate in their economy to a much greater extent. So thank you for what you are doing and good luck. It’ll be really great to see it work.

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