Sintana Energy and Namibia’s Crown Energy have entered into a definitive agreement for the acquisition by Sintana of up to a 67% stake in Giraffe Energy Investments. Giraffe is the owner of a 33% interest in Petroleum Exploration License 79 which governs blocks 2815 and 2915. The agreement sees Sintana acquire an initial 49% for a cash consideration of US$2 million and retain an option to increase the stake to 67% anytime over the next five years for US$1 million.
Trident Energy has announced agreements with Chevron and TotalEnergies to acquire stakes in operational fields within the Republic of Congo. TotalEnergies EP Congo has agreed to acquire an additional 10% interest in the Moho license from Tident and sell its 53.5% stake in the Nkossa and Nsoko II licenses. Trident has also reached an agreement to acquire the entire issued share capital of Chevron Overseas (Congo) which holds a 31.5% non-operated working interest in the Moho-Bilondo, Nkossa, Nsoko II fields and 15.75% operated interest in the Lianzi field. Upon completion, Trident will hold an 85% working interest in the Nkossa and Nsoko II fields, a 15.75% working interest in the Lianzi field. Triden will also retain a 21.5% working interest in the Moho-Bilondo field.
Globeleq has completed the acquisition of a 48.3% equity stake in the 25 MWp Winnergy solar PV plant in Egypt from Enerray, Enerray Global Solar Opportunities and Desert Technologies. Financial terms were not disclosed.
AIM-listed Ariana Resources has entered into a conditional merger agreement to acquire 100% of Rockover Holdings, owner of the Dokwe Gold Project in Zimbabwe. Ariana currently holds circa 2.1% of Rockover. The all-share merger will see existing Ariana shareholders hold a 62.5% stake in the merged entity with existing Rockover shareholders holding the remaining 37.5%.
Egypt’s Bokra has raised US$4,6 million in a pre-seed round led by DisrupTech Ventures and SS Capital. The Cairo-based fintech is looking to become the first platform to offer goal-based investment and saving products through asset backed securities, thereby revolutionising wealth management in the MENA region.
Reuters announced that sources have indicated that International Resources Holding has offered to buy a majority stake in Vedanta Resource’s Zambian copper assets. The mining investment firm is reported to be looking to expand its Zambian mining business following the successful acquisition of a 51% stake in Mopani Copper Mines earlier this year.
Khawarizmi Ventures has led a US$1 million pre-seed investment in Egyptian HRtech, bluworks. Other investors included Camel Ventures, Acasia Ventures and various angel investors. The startup, founded in 2022, develops SaaS solutions to manage the lifecycle of blue-collar employees in industries such as retail, F&B, facility management, healthcare, education and construction.
Impact investor, Renew Capital has invested in Kenyan B2B platform Farm to Feed. The tech-enabled platform finds new uses for surplus and less-than-perfect produce. The size of the investment was not disclosed.
Egypt’s Waffarha has raised a seven-figure seed round led by Value Makers Studio. The fintech will use the funding to enhance existing technology, hire new talent and expand its footprint in Saudi Arabia.
Sahel Capital, through its Social Enterprise Fund for Agriculture in Africa fund, announced a US$600,000 term and working capital loan for Persea Oil & Orchards. The Kenyan avocado oil processor provides an off-take market for avocado farmers and produces cold-pressed organic extra virgin avocado and crude oil.
Merger regulation continued to feature prominently in many African jurisdictions in 2023, with many transactions requiring approval. Most were uncontentious, but there were some high-profile cases that encountered headwinds. Notably, the proposed acquisition by AkzoNobel of Kansai affected a number of African countries, and was reviewed by many competition regulators across the continent. The parties were direct competitors, and the deal was closely scrutinised over many months.
The transaction was approved in Nigeria, Tanzania Mozambique and Namibia, but it was prohibited in South Africa and Botswana. COMESA conditionally approved the deal in Malawi, Burundi, Kenya, Rwanda and Uganda, but prohibited it in Eswatini, Zambia and Zimbabwe. In South Africa, the decision to prohibit the transaction was taken on reconsideration by the Competition Tribunal, and handed down in November 2023. Because the parties again failed to obtain approval, AkzoNobel and Kansai have mutually agreed not to proceed with the merger.
PUBLIC INTEREST
South Africa continues to focus on public interest considerations in mergers, an aspect that has gained considerably in importance since legislative amendments aimed at promoting economic transformation, amongst other things, came into force in 2019. In October 2023, the South African Competition Commission issued a draft of amended public interest guidelines relating to merger control for comment, although, in practice, they have been applying these principles for some time. While employment issues have been in focus for some years, the competition authorities are now intent on ensuring that historical injustices are rectified.
In accordance with the amendments, when reviewing mergers, they now seek to ensure that small and medium-sized enterprises (SMEs) have an equitable opportunity to participate in the economy, and that mergers promote a greater spread of ownership; in particular, increasing the ownership stakes of historically disadvantaged persons (HDPs) and workers. Foreign to foreign transactions are also viewed through this lens, with a number of mergers being approved subject to conditions to achieve these outcomes.
South Africa is not alone in seeking public interest benefits pursuant to mergers. For example, in the Heineken / Distell merger (which was reviewed in a number of African countries), South Africa imposed public interest conditions, including the requirements to maximise procurement from SMEs and HDPs, and to put an employee share ownership scheme in place. Botswana required the parties to set up a distribution development programme to absorb a suitable Botswanan citizen-owned company into the merged entity’s supply chain. Namibia imposed a condition regarding retrenchments, as well as a condition encouraging local production.
PROHIBITED PRACTICES
A number of African countries were active in investigating prohibited practices. Kenya investigated cartels in the manufacturing and agriculture sector. Pursuant to the investigation, nine steel manufacturers were penalised for engaging in price fixing. Morocco investigated nine fuel companies for anti-competitive practices in the markets for the supply, storage and distribution of gasoline and diesel.
A settlement agreement was concluded, where the companies were required to pay a $180,000 fine. Namibia has recently launched an investigation into fishing vessel owners and operators for the alleged fixing of quota usage fees that are paid to fishing rights holders. An important case in South Africa is the forex bank cartel case, which has been ongoing for many years, though the substantive case is yet to be heard.
There have been numerous interlocutory skirmishes, most recently before the Competition Appeal Court (CAC) in November 2023, pursuant to which the CAC has dismissed the case against 14 banks – leaving only five banks still to face the music – although an appeal by the Commission cannot be ruled out. Kenya is also investigating banks for the fixing of foreign exchange trades.
DIGITAL MARKETS
Digital markets continue to be in the spotlight globally, and Africa is no exception. In late 2021, the regulators in Kenya, Nigeria, Egypt, Mauritius and South Africa began a discussion on the topic, and in 2023, this grouping expanded. Pursuant to a dialogue, these countries, as well as COMESA, The Gambia, Morocco and Zambia, agreed to set up a working group to collaborate on competition issues in digital markets, amongst others.
The working group is committed to expanding and deepening the dialogue on this topic amongst African competition authorities. The African Competition Forum undertook training on complex digital investigations, focusing on the characteristics of digital markets, amongst others. Mozambique is also looking into digital markets and has recently published a Decree that approves the Regulations on the Registration and Licensing of Intermediary Providers of Electronic Services and Digital Platforms Operators.
South Africa is particularly focused on this area. In 2023, the Competition Commission concluded its Online Intermediation Platforms Market Inquiry and published its findings and proposed remedial actions. Shortly thereafter, it launched a further market inquiry into Media and Digital Platforms, which is ongoing. After a first round of questions, the Commission recently issued a Further Statement of Issues, and will shortly begin public hearings.
Market inquiries are a popular tool in South Africa. In addition to the digital markets inquiries mentioned above, the Commission is currently conducting a market inquiry into Fresh Produce, and in April 2023, it issued draft terms of reference in relation to a Steel Market Inquiry. Other countries are starting to follow suit, and Seychelles is set to undertake a comprehensive market inquiry into the grocery retail sector.
COMPETITION LEGISLATION DEVELOPMENTS
Uganda has been considering competition legislation for a number of years and, in August 2023, the legislation was finally passed by the legislature. Although the bill envisaged that the Act be administered by an independent competition authority, President Museveni required that this be reconsidered. The Act was passed on the basis that administration fall under the relevant ministry, but on the understanding that there would, in future, be an amendment making provision for an independent competition authority to be established.
In February 2023, the African Union (AU) Heads of State formally adopted the Protocol to the Agreement establishing the African Continental Free Trade Area on Competition Policy (Competition Protocol) at the 36th Ordinary Session of the Assembly of Heads of State and Government of the AU. The Competition Protocol aims to create an integrated and unified continental competition regime which covers all aspects of competition law, including merger control, prohibited practices, and abuse of dominance. The Competition Protocol must still be ratified by 22 of the member states before it can enter into force.
CONCLUSION
It can be seen that competition law is alive and well in Africa, and constantly developing. Companies doing business in Africa will need to keep abreast of these developments to ensure that they stay on the right side of the various competition laws across the continent.
Lesley Morphet is a Partner and Nolukhanyo Mpisane a Candidate Attorney | Fasken (Johannesburg)
Unlock the Stock is a platform designed to let retail investors experience life as a sell-side analyst. Corporate management teams give a presentation and then we open the floor to an interactive Q&A session, facilitated by the hosts.
In the 32nd edition of Unlock the Stock, we welcomed Bell Equipment back to the platform. With the share price up substantially in the past year and the market digesting the news of no dividend, there was much interest from investors in this discussion.
As usual, I co-hosted the event with Mark Tobin of Coffee Microcaps and the team from Keyter Rech Investor Solutions.
Get the latest recap of JSE news in the Ghost Wrap podcast, brought to you by Mazars:
Copper 360 invokes the spirit of Steve Jobs (JSE: CPR)
As the genius told us: real artists ship
One of my favourite quotes is from Steve Jobs, who said that real artists ship. That’s it. Simple as that. It’s easy to sit on the couch and talk about other people’s success and what they do. Get off the couch and ship something to show everyone what you can do.
At Copper 360, they’ve shipped alright – in this case, the first copper concentrate from the Northern Cape in 21 years. It’s a cleverly written bit of hype and I’ll go with it as a proud South African who wants to see our country move forward.
The first concentrate plant was commissioned within the planned period and is forecast to be ahead of planned production within the first few months of operation. The second concentrate plant is scheduled to start production at the end of July 2024. The SX/EW plant that produces copper cathode is also ramping up.
Speaking of ramping up, the share price closed over 19% higher on the news. The company recently made allegations of suspected market manipulation. Whilst those allegations still need to be proven, I bet they aren’t complaining about being 19% up for the day.
Gemfields and the G-Factor (JSE: GML)
The G is allegedly unrelated to Gemfields’ name
Before you get excited, I’m really just including this because I find it interesting. There’s no real news here about Gemfields as an investment.
The company releases a metric it calls the G-Factor, which apparently takes its name from government, governance and good practice. I’m quite sure the cute branding alongside Gemfields gave them some ideas on the name as well.
What makes this interesting is that it shows the value to a country of developing its mineral resources. It combines mineral royalties, corporate taxes, dividends to the government (if they are shareholders) and export taxes. It then divides this by revenue, showing what percentage of revenue is effectively going to the government.
Here’s the calculation they show for Kagem Mining:
It’s even higher at MRM in Mozambique, which might explain how they’ve managed to keep operating there despite security risks. Having the government on your side is of critical importance in Africa.
The company also notes that this measure isn’t perfect. It leaves out benefits to the country like taxes on employee salaries.
Long story short: driving the mining industry forward is good for any economy. Somebody please tell the South African government so that we fix our trains and ports.
Quilter’s distribution power shines through (JSE: QLT)
Muchlike at PSG Financial Services locally, it helps to have a sales force
I’ve commented a few times recently on how pure-play asset managers are struggling to meaningfully grow assets under management, while financial services groups with strong distribution networks are doing a solid job of attracting inflows. Of course, a sales team comes at a cost, so clearly they have to attract enough flows to make it a net positive strategy.
Quilter operates in the UK market and they make a big deal of their various distribution channel strategies. It’s working overall, with core net inflows in the first quarter coming in at almost double the comparable period. Gross Assets under Management and Administration were up 5% over the quarter i.e. between December 2023 and March 2024. These are impressive numbers.
It’s also great to see that productivity (measured as Quilter channel gross sales per advisor) was up 22% vs. the comparable period.
Quilter’s share price is up 30% in the past year, with all of that happening in the past six months. It trades at a high Price/Earnings multiple that is typical of a quality stock like this. Investors always have to be careful with such high multiples, even when the underlying company is strong.
RMH declares a special distribution (JSE: RMH)
This time, it’s funded by the exit from Divercity
If you’ve been following RMB Holdings, then you’ll know that the company has absolutely nothing to do with RMB anymore. In fact, it’s just a property holding company that is looking to achieve orderly exits of the portfolio, thereby returning capital to shareholders. That’s not the easiest thing to achieve in the current environment.
Step by step, it’s happening though. The exit from Divercity has now been completed, with RMB Holdings monetising its equity stake and loan claims in the company. This has led to the declaration of a special dividend of 3.5 cents per share (before withholding tax). The share price closed at 38 cents a share after the news.
Zeder: shareholders await news on Pome Investments and Zaad (JSE: ZED)
Patience will be needed, as these things take a long time
Zeder has released results for the year ended February 2024. It was an important period for the company, as it included the disposal of its stake in Capespan (except for Pome Investments) for proceeds of R511 million in cash. This led to the payment of a special dividend, with yet another special dividend of 10 cents per share declared as part of the year-end results.
The remaining assets are Pome Investments and Zaad, with Zeder having appointed PSG and Rabobank as co-advisors to consider any Zaad-specific approaches, given the size of that asset and the need to achieve the best possible exit – assuming such a deal materialises.
Based on management valuations in the sum-of-the-parts disclosure, Zaad is R2.34 billion of the total value of assets of R3.5 billion as at 10 April 2024. The reason for the strange date that doesn’t line up with the reporting period is that the company is trying to show the position after special dividends. On that basis, the value per share according to management is R2.29. Zeder currently trades at R1.75, with the discount due to many factors ranging from the costs of being listed through to the likelihood of a deal for Zaad and Pome coming through.
With Zaad having reported a decrease in recurring headline earnings of 38% for the six months to December 2023, investors should keep in mind that the farming industry and associated value chains remains a tough place to do business.
Little Bites:
Director dealings:
Two big-hitter directors at OUTsurance Group (JSE: OUT) bought shares in the company worth a total of R9.8 million.
At the group AGM, British American Tobacco (JSE: BTI) reminded the market that one of their values is “love our consumer” – a wonderful reminder of just how much ESG-washing goes on in that place. It’s like they just forget what products they produce each day. Anyway, the useful investment news is that the outlook for 2024 remains in line with guidance: low single digit growth in revenue and adjusted profit from operations. They expect performance to be weighted towards the second half, so don’t expect great news from the first half. By 2026, they expect organic growth of 3% to 5% in revenue and mid-single digits in adjusted profit.
Brimstone (JSE: BRT) issues shares to employees and executive directors as part of their remuneration. With such limited liquidity in the stock (both ordinary and N shares), it’s very hard for the staff to realise the value. Brimstone therefore likes to conduct a specific repurchase to help the staff members and executives monetise the stakes at a price equal to the 30-day VWAP. The value is going to be roughly R7.9 million in ordinary and R3.9 million in N shares. There are a bunch of minority holders who I’m sure would also love to monetise their stakes, but alas.
Conduit Capital (JSE: CND) is still trying to sell off CRIH and CLL to TMM Holdings. There have been multiple extensions to the fulfilment date, as the Prudential Authority hasn’t approved the transaction yet. It’s now gone on so long that a further extension to 31 May comes with new conditions giving the purchaser the right to cancel the agreement if the Conduit liquidator issues high court proceedings against CRIH before the effective date. There are also some amendments to how and where the money for the deal would be paid, assuming it goes ahead.
In the highly unlikely event that you are a shareholder in Eastern European property fund Globe Trade Centre (JSE: GTC), you will want to know that the company has released results for the year ended December 2023. Rental revenues were up 10% and funds from operations also moved higher. So did debt, with the loan-to-value ratio up from 44.5% to 49.3%. There is no, and I mean no trade in this stock.
Get the latest recap of JSE news in the Ghost Wrap podcast, brought to you by Mazars:
Amplats: refined production is flat, but on track for full year guidance (JSE: AMS)
PGM basket prices are still way down on a year ago though
There seems to be more talk of a potential bull market for PGMs this year, although you would be forgiven for asking how on earth that is possible when Anglo American Platinum is down 27% this year. This takes the 12-month view to a 37% drop. The share price is languishing, with the desperation of investors in the sector perhaps driving the calls for a recovery.
If things are going to improve, it’s going to be because basket prices have moved higher and so have production volumes. Neither of those conditions are in place at Amplats, at least not on a year-on-year view for the latest quarter.
Production was the highlight, with refined PGM production at similar levels to the comparable period despite own-managed mines production being down. Sales volumes were also broadly flat. That’s where the good news ends unfortunately, as the ZAR realised basket price is down by a hideous 26% year-on-year. It’s up 8% sequentially (i.e. vs. the preceding three months), which is what has given support to calls for a bull market, but there’s a very long way to go.
There isn’t anything that the company can do about PGM prices. They can only manage their production, with guidance for 2024 unchanged at this stage. The potential for Eskom load curtailment is an ever-present risk in this sector as well.
The Anglo American mothership has a good copper story to tell (JSE: AGL)
While the listed South African subsidiaries battle away with poor infrastructure
As you’ll read elsewhere in this edition of Ghost Bites, Anglo American Platinum and Kumba Iron Ore are struggling. Infrastructure is failing them. This obviously affects Anglo American as the ultimate controlling company, but shareholders in the mothership at least have other things to smile about, like the copper exposure.
Before we get to that, I want to touch on De Beers. Diamond production has been lowered in response to market inventory levels, which is a fancy way of saying that had to cut supply because demand was poor. The company has generally blamed macroeconomic conditions. I still believe that lab-grown diamonds are playing at the very least a supporting role here. Rough diamonds production was down 23% for the quarter and full year guidance has been lowered. On the plus side, diamond prices increased by 23%.
Let’s move onto the highlight now, which is copper production up by 11% thanks to higher throughput at Quellaveco and the operations in Chile. Operating in South America must seem like a breeze at the moment compared to South Africa.
Steelmaking coal production was up 7% thanks primarily to the Aquila and Capcoal operations. Iron ore was flat, with a strong performance at Minas-Rio offset by the challenges at Kumba. PGM production was 7% lower. Nickel is 2% lower and manganese ore is 7% lower.
There isn’t much to feel happy about in this quarter beyond the copper story. That really is where the focus is, with copper now representing 30% of total production at Anglo American.
In this share price chart of Anglo American vs. Anglo American Platinum and Kumba Iron Ore, you can see that none of them have exactly given shareholders a great time over the past year:
Ascendis shareholders approve the delisting application (JSE: ASC)
The company has also commented on the TRP news
Ascendis held the rescheduled general meeting on Tuesday and achieved strong support for the resolutions related to the independent board fee, the management agreement and perhaps most importantly, the authority to apply for the delisting of the company from the JSE.
The company also took the opportunity to comment on the announcement published by the Takeover Regulation Panel (TRP), clarifying that the TRP isn’t launching a new investigation. Instead, the regulator is drawing a line in the sand for any new complaints to be submitted, while also setting the timelines for them to be addressed.
Mid-teens growth at Capitec (JSE: CPI)
The market liked it, despite plenty of growth already priced in
By now, you should know that initial market reactions are based on the narrative and direction of news rather than well informed views on the underlying numbers. Capitec is clearly already priced for growth, yet the share price closed 7.8% higher on the news of 16% growth in HEPS for the year ended 29 February 2024.
The total dividend for the year was also up 16% and the net asset value increased by 15%, so it’s a mid-teens performance all round.
There’s a great chart in the report that shows the five-year performance in the business. Given the craziness of 2020 in general and the inclusion of the business banking business for only part of that year, taking a four-year view is perhaps more sensible (i.e. 2021 to 2024, four years of data and three years of growth). Over that period, it’s worth noting that net interest income grew by a total of 42%. In contrast, non-interest income increased by 71%, so it’s not hard to see where the focus has been.
If we include credit impairments, then income from operations after credit impairments is up 80%. That’s a 21.6% compound annual growth rate (CAGR) on this line. With that knowledge, you can see that 16.6% growth in the past year is actually a slowdown from the post-pandemic growth.
Capitec is known for its efficiency and expense management. If we look at operating expenses, that line has grown by 47% over three years, or a CAGR of 13.8%. The cost-to-income ratio has improved from 41% to 39% over the period, with investors latching onto the operating leverage and buying up the shares accordingly.
But in the past year, operating expenses increased by 17.4%, so the operating leverage actually went the wrong way.
In summary: Capitec is still performing very well, but seems to be slowing down vs. the post-pandemic performance.
Return on equity took a knock in 2021 due to impairments on investments, so comparing to that year isn’t very helpful. Instead, I would rather point out that return on equity (ROE) has been 25% – 26% in each of the past three financial years. That’s impressive.
I don’t think anyone believes that Capitec is anything other than an excellent business. The problem has always been the valuation. With a net asset value per share of R376.11, the current share price of R2,174 is a price/book of 5.8x. If we compare this to the ROE of 26%, the effective ROE is around 4.5%. That is a very low return by South African standards, which is why value investors continue to feel frustrated by Capitec’s share price performance. The share price is trading 35% higher over 12 months, though I must point out that the five-year gain (with a nasty pandemic during that period) is only 60% in total, which isn’t an exciting annual growth rate.
Capitec has spent the past few years building a diversified financial services groups. They have focused on winning more fully banked clients, thereby increasing their share of wallet per client. They are encouraging value-added services. They’ve repositioned the business bank in such a way that it aligns to the retail bank strategy in terms of fees. They are building out the insurance business, having sold credit life insurance policies since May 2023.
There has been a lot of noise around this story in terms of the quality of the book and the credit loss ratios. As things have settled in a post-pandemic environment, I think Capitec has clearly shown the sustainability of the model.
Having said that, the share price remains incredibly expensive in my view, even for such a quality stock.
Kumba continues to be hamstrung by Transnet (JSE: KIO)
Production and sales numbers are lower
Kumba Iron Ore, which is part of the Anglo American stable, has released its production and sales report for the first quarter ended March.
Sadly, the business had to cut back in order to try and get closer to the capacity that Transnet is actually capable of dealing with. There really is no point in mining loads of iron ore that just gets stuck at the mines instead of railed to the ports and exported. Of course, this is terrible for GDP, job creation and tax revenue, but that’s the country we live in right now.
The Saldanha Bay Port is where the export issue is being felt, with Transnet apparently undertaking maintenance programmes. Whether this will help or not remains to be seen. In this quarter, ore railed to port by Transnet was flat year on year, with equipment failures and a derailment in March leading to lack of any improvement.
For the quarter, total production fell by 2% year-on-year (in line with the plan to reduce production) and total sales decreased 10% due to port performance problems, which really is disappointing.
Although Transnet issues are out of Kumba’s hands, guidance has been left unchanged for the full year.
Orion Minerals releases its quarterly activities report (JSE: ORN)
The word “spectacular” is back
I couldn’t help myself: when I saw this announcement came out, I hit ctrl-F for “spectacular” and wasn’t disappointed. At least they are consistent in describing the recent development in the copper exploration.
These quarterly reports are important for junior mining houses, as they need to give the markets detailed updates on progress being made. In Orion’s case, they now have a complete site-based operating team at Prieska Copper Zinc Mine and trial mining is delivering results that they are happy with, as they work to de-risk the process.
Another important step was the acquisition of surface rights that allowed drilling to commence to provide additional mineral resource information. This is intended to enhance the all-important Bankable Feasibility Study (BFS).
The Sasol hole: a bottomless pit? (JSE: SOL)
Shareholders had to stomach a drop of nearly 11% on Tuesday
Sasol was a rags to riches story from the depths of the pandemic until mid-2022, by which time the share price was basically a twenty bagger! If you bought right at the bottom in 2020 and sold right at the top in 2022, you made approximately 20x your money.
Sadly, the days of trading at over $400 have become a distant memory, with the share price down at $135. What went up has certainly come down:
Plagued by South African infrastructure and a few other things, the company has proven to be a poor proxy for the oil price. It hasn’t been a hedge against inflation, either. The only thing it has really hedged against is a feeling of happiness, helping shareholders remember that there’s always something in life to feel upset about.
The reason for the latest share price knock (almost 11% in a single day) is that Sasol’s performance isn’t good and neither is the outlook, based on the production update for the nine months to March 2024.
Production guidance at Secunda Operations has been reduced. In Chemicals, the average sales basket price year-to-date is down 20% vs. the prior period, leading to a 17% drop in revenue as volume growth couldn’t possibly offset this. Sure there are some highlights, including the recent regulatory victory around how emissions at Secunda are measured, but the overall direction of travel is clearly down.
If you were hoping to play a game of Eskom and Transnet bingo, then you won’t be disappointed. Sasol makes sure we know that the infrastructure in South Africa is a major part of the problem. This is despite an improved Transnet Freight Rail performance (albeit off a low base) that helped export coal sales increase by 9%.
Trustco increases its stake in Legal Shield Holdings (JSE: TTO)
This is a share-based deal with Riskowitz Value Fund as the sellers
Trustco already holds an 80% stake in Legal Shield Holdings, which is turn holds Trustco Insurance, Trustco Life and Trustco’s real estate portfolio. They seem to be particularly excited about the property portfolio, with a surprising comment that Namibia is experiencing an “acute shortage of serviced land” – Namibia may be sparsely populated, but I guess most of it is the desert. Gorgeous place, by the way. I hope to visit again one day.
Back to the deal, Trustco will issue 400 million shares at R1.17 each to Riskowitz Value Fund, which is a price vastly in excess of the current listed share price. Irritatingly, the announcement talks about the number of shares being acquired in Legal Shield, without indicating the percentage of the company that the shares represent.
Now, this is where it gets even more complicated. You see, the market cap of Trustco is only R247 million, so they are issuing shares worth much more than the current market cap. To avoid this being a takeover, Riskowitz Value Fund has given the chairperson of Trustco an irrevocable instruction regarding voting of the shares. And then for further confusion, there’s a put and call option structure between Trustco and Riskowitz Value Fund for 100 million shares at R1.17 per share.
You know what I like to invest in? Straightforward companies that do simple, logical, understandable things without unusual commercial terms. Trustco is usually the opposite of that, with the share price down 97% over five years.
Little Bites:
Director dealings:
An associate of a director of Workforce Holdings (JSE: WKF) has bought R19.6 million shares in an off-market deal. With average daily traded value of roughly R60k, there’s no way to buy a stake that size in on-market deals.
A prescribed officer of ADvTECH (JSE: ADH) sold shares worth R2.8 million.
The boardroom drama continues at MultiChoice (JSE: MCG), with a major change in direction around Imtiaz Patel sticking around as chairman. At the start of April, MultiChoice announced that Patel would be deferring his retirement as chairman in order to assist with the Canal+ deal. Fast forward a few Chasing the Sun episodes later and he’s on his way, with Elias Masilela taking over as chairman. Despite all of this, Patel will remain involved in assisting the group on a consultancy basis. Sometimes the only consistency in this world is inconsistency.
Copper 360 (JSE: CPR) released an unusual announcement about suspected market manipulation. They talk about unusual and uncommercial trades in its shares, continuing for a period of several weeks. I guess we will find out if there’s any merit to these claims, or if the significant drop in the share price really is just the result of more sellers than buyers. It will be very embarrassing if nothing comes from these claims. In a separate update, the company noted that shareholders voted in favour of the share subscription facility with GEM Global Yield of up to R650 million.
Kibo Energy (JSE: KBO) continues to sell shares in Mast Energy Developments (MED) to reduce the balance on the loan facility with RiverFort Global Opportunities PCC. This is literally the sale of assets to pay debt, which is just one of Kibo’s many challenges. The latest sale is worth just over £22k.
Oando Plc (JSE: OAO) is playing catch-up on its financials, with results for the 12 months to December 2021 and December 2022 now released.
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At Anglo American, Kabwe raises its head once more (JSE: AGL)
This is despite the High Court previously dismissing the claimants’ application
If you would like to read a particularly interesting sequence of events, then check out this link on the Anglo American website that sets out the company’s position on the Kabwe lead mine and the associated class action.
I quite enjoyed this paragraph:
“We strongly encourage careful consideration of the commercial motives of law firms and their funders in bringing a case like this, in singling out AASA as part of a major reputable mining company while completely ignoring the evidence and clear culpability of the actual responsible parties.”
The High Court previously dismissed the application by the claimants. They took almost a year to make that decision, highlighting multiple legal and factual flaws.
The High Court has now granted the claimants the right to appeal the judgment. Anglo American will obviously oppose any appeal that may now follow.
Cashbuild: is this finally the bottom? (JSE: CSB)
Volumes have finally stopped falling
Cashbuild has been really struggling to find any growth at all in this difficult environment in South Africa. Thanks to issues like load shedding and higher interest rates, it’s hard to find South Africans will to invest in their properties.
Perhaps assisted by the lack of load shedding, there are finally signs of life in the latest quarter. It really didn’t come a moment too soon, as the share price has seen a lot of pain:
Revenue for the third quarter of the year was up by 2% for existing stores. Importantly, sales volumes were flat in existing stores, which means that Cashbuild may finally have bottomed. Goodness knows 3% group revenue growth isn’t nearly enough to be exciting, but at least it’s heading in the right direction again. Selling inflation was 2.4% higher year-on-year.
Cashbuild South Africa (over 80% of group sales) was positive in terms of existing growth. Even P&L Hardware, which has really been suffering, managed to achieve a flat performance for the quarter. Pressure was mainly felt in Botswana and Malawi, which is the smallest segment in the group.
Merafe’s production was down sharply this quarter (JSE: MRF)
This is probably doing a few favours for Eskom as well
Merafe released its production report for the quarter ended March 2024. It reflects a 26% decrease in attributable ferrochrome production from the Glencore Merafe Chrome Venture in the period.
This is because of the Rustenburg smelter not operating in response to market conditions. Smelters use a lot of electricity, so Eskom is the one company in South Africa that probably didn’t mind Merafe allowing the smelter to get a few cobwebs.
A win for Murray & Roberts in Latin America (JSE: MUR)
This is a helpful shift in momentum for materials handling contracts
Murray & Roberts announced that Terra Nova Technologies has a 51% share in a joint venture that has been awarded an engineering, procurement and construction (EPC) contract with a large copper producer for a mine in South America. The total contract value is around $200 million.
Over 27 months, starting this month, the scope of work will include a primary crushing facility, an overland conveyor, a power transmission system and associated infrastructure.
This is great for Terra Nova, as the order book has been a struggle since the end of COVID. The business was acquired by Cementation Americas in 2019 and was a decent contributor to earnings in the year before COVID.
With a share price down 92% over five years, Murray & Roberts needs all the good news it can get.
Dear, oh dear – not the “hype” language at Orion Minerals (JSE: ORN)
Words like “spectacular” get me worried
Orion Minerals closed 26% higher on Monday as the market jumped at the headline of the SENS announcement, which talked about a “spectacular high-grade copper intercept” at the Okiep Copper Project. This is clearly exciting news, but I get worried as a matter of principle when I see stuff like this. When companies are trying to hype up a share price, investors are in danger of nasty corrections in value.
The saving grace here is that the findings are spectacular, with the CEO noting that this is one of the highest grade intercepts reported in South Africa for the past 40 years, adding significantly to Orion’s early production plan for the Okiep Copper Project.
The proud South African in me loves seeing news like this and of course I wish them nothing but success. I just hope they don’t get drawn into the trap of using flowery language and then disappointing investors down the line when something goes wrong or gets delayed. Having a highly volatile share price isn’t a good thing.
South32: all on track, other than Tropical Cyclone Megan (JSE: S32)
FY24 production and operating cost guidance is unchanged, other than Australia Manganese
There are a lot of variables when it comes to mining. Management can do their best, but there’s not much they can do about angry weather. At South32, Tropical Cyclone Megan negatively impacted the performance at Australia Manganese. Operations there were suspended in March, with a recovery plan underway.
For an indication of why diversification is helpful in this sector, South Africa Manganese (same metal, different weather) achieved record production for the quarter ended March.
The overall story is that FY24 production and operating cost guidance is unchanged for the full year, except for Australia Manganese due to the weather. Important strategic steps included the approval of the development of the Taylor zinc-lead-silver deposit at Hermosa, as well as the decision to sell Illawarra Metallurgical Coal for up to $1.65 billion. That deal is expected to be completed in H1 FY25.
Net debt decreased by $154 million to $937 million in the quarter, thanks to the operating performance and partial release of working capital tied up in inventory.
Telkom releases the Swiftnet disposal circular (JSE: TKG)
And the advisors on the deal must be itching to spend their fortunes
The Swiftnet deal is very important for Telkom. They have the opportunity to sell the business for a base purchase price of R6.75 billion. The terms make allowance for balance sheet adjustments up until the effective date of the deal.
It’s worth noting that up to R225 million of the existing R360 million shareholder loan may remain outstanding, with interest payable at a rate equal to the rate paid by the purchasing consortium to its bankers for the deal, plus 200 basis points. It would need to be fully settled within a 30 month period.
The buyer is a private equity consortium led by Actis and including Royal Bafokeng Infrastructure, with the latter holding not less than 30% of the shares. Those buyers will be getting their hands on a business that owns 4,000 commercially viable masts and towers in South Africa.
This deal is part of Telkom’s value unlocking strategy. We can’t be sure yet whether Telkom will deliver on that strategy, but we can certainly see the value unlocked by the financial and legal advisors in this deal:
If you ever wondered why corporate M&A is so lucrative for the advisors, it’s because percentage-based fees are accepted as the market norm. This is “only” 1% of deal value (roughly), but is still a vast sum overall.
Assuming Swiftnet will be sold, Telkom will primarily be left with Telkom Consumer, Openserve and Business Connexion. To give context to how big Swiftnet is within the group, the pro-forma financials for the six months to September 2023 (assuming Swiftnet had been sold at the start of the interim period) would’ve reflected HEPS that was 33% lower due to that business no longer being in the group.
Little Bites:
I don’t usually bother with non-executive director changes in listed companies, but it’s worth noting that Warren Chapman has resigned as a non-executive director of enX (JSE: ENX).
Ellies (JSE: ELI) has applied to the JSE for a voluntary suspension of trading of shares. There is no prospect of Ellies meeting the listings requirements given its current status. Interestingly, subsidiary Ellies Electronics (Pty) Limited continues to operate and the business rescue practitioner believes that it has a reasonable prospect of being saved. Perhaps only the listed structure will collapse and the Ellies name might live on. Only time will tell.
I worry about how many shareholders actually read the odd-lot offer documentation at Coronation (JSE: CML) and considered the tax implications. Either way, holders of 65,699 shares sold their shares in the odd-lot offer and holders of 13,496 shares retained their shares. There were a further 141,105 shares sold in the specific offer. In total, Coronation mopped up 206,804 shares for a total investment of nearly R7 million. This is 0.05% of shares in issue.
If you’re curious about how Anglo American (JSE: AGL) is thinking about sustainability and the projects they are delivering, then you’ll find the latest presentation on this topic at this link.
Get the latest recap of JSE news in the Ghost Wrap podcast, brought to you by Mazars:
Ascendis will be investigated by the TRP (JSE: ASC)
After loads of mud-slinging on social media, the regulator is going to take a detailed look
The Takeover Regulation Panel (TRP) has many responsibilities. One of them is to investigate any complaints regarding affected transactions and offers. The potential take-private of Ascendis clearly falls within that ambit.
There has been a lot of noise and accusations around this deal, thrown in just about every direction you can think of on social media. There are defamation lawsuits. There are posts ranging from sensible to downright ridiculous. At some point, it needed a regulator to come in and actually take a proper look to see if any regulations have been breached.
The TRP notes that it has received approximately 20 complaints related to this transaction, with Ascendis having already taken remedial action on a “considerable number of them” in the form of issuing a supplementary circular with corrected disclosure of concert parties. They also had to reconstitute the independent board.
The regulator is planning to move quickly it seems, with a deadline of 10 calendar days for any further complaints to be submitted. This period ends at noon on 29 April 2024. The parties against whom complaints have been lodged will then have 20 business days to respond once they have received the collated complaints. The TRP will take 3 business days between the deadline for submissions and the presentation of the collated complaints to the impugned parties.
And finally, the complainants will then have 10 calendar days to respond to the responses by the impugned parties. No, I’m not sure why it’s business days in some cases and calendar days in others.
Whatever the outcome, this is exactly what needed to happen – the regulator investigating the complaints, rather than ongoing damaging interactions on social media that call the functioning of the entire market and regulatory system into question.
The clock is now ticking and the lawyers are billing.
Mondi walks away from DS Smith (JSE: MNP)
This is a useful reminder that deals fall over regularly
A deal isn’t a deal until all suspensive conditions have been met. This means that there’s a risk of failure right up until the 11th hour. When a transaction is little more than an early-stage investigation into whether a deal might make sense, the failure risk is even higher. This is why investors should always be cautious of getting too excited when they see news of potential deals.
In a perfect example of this, Mondi has decided not to proceed with the all-share merger with DS Smith. This is after conducting a due diligence and considering the value of the merger. The market responded positively to the corporate discipline, sending the Mondi share price 9% higher on the day.
What the Mondi announcement neglects to mention is that US rival International Paper came in as a competing bidder for DS Smith. Mondi chose to step out of the way of a bidding war, which isn’t quite the same thing as doing a due diligence after a deal announcement and then walking away. Same outcome, but based on the pricing of the deal rather than the quality of the DS Smith business.
Moving from deodorants to banks, Old Mutual has finally received Section 17 approval to establish a bank. The Prudential Authority has given the all-important nod to Old Mutual’s plans. This is a big deal, as you don’t just rock up at the offices and fill in a three-page form to get clearance.
For shareholders, the spending really starts now. As we’ve seen at Discovery, it’s not cheap to start a bank. In fact, it costs an absolute fortune if you’re going with the full-service model – even without having a branch network. And whilst Capitec has proven that success is possible in this game, it was achieved through strong differentiation from competitors and excellent strategic execution. I think it’s quite tough to argue that Discovery’s banking efforts have truly made waves in the market.
As for Old Mutual, we will have to see what they build here. Another me-too bank doesn’t make a great deal of sense in the South African market. You may also recall that Old Mutual walked away from its investment in Nedbank, so this is a slightly odd full-circle moment.
There’s already a green bank in the market. I can’t help but wonder what colours Old Mutual will go with. In my experience, purple is quite fun!
Little Bites:
Director dealings:
A director of Italtile (JSE: ITE) has sold shares worth R185k.
All conditions for the disposal of Eqstra Investment Holdings by enX (JSE: ENX) have been met, with the Takeover Regulation Panel having issued a compliance certificate. The transaction will be implemented during June 2024. You may recall that the buyer here is Nedbank (JSE: NED) and I think it’s a pretty interesting strategic move.
When the first quartz-powered watch made its debut at the end of the 1960s, it inspired both excitement and existential fear in watchmakers around the world.
Isn’t it interesting how people can look at the same event from different angles? Japanese brand Seiko’s debut of their first quartz-powered watch in 1969 is often referred to as the start of the “Quartz Crisis” for the Swiss watchmaking industry – a time of great upheaval and financial woes. But every now and then, you’ll hear whispers of the “Quartz Revolution”, suggesting Seiko actually sparked a horological breakthrough. They pulled off what many thought was impossible, and they did it flawlessly (as Seiko tends to do).
Those who label it a crisis likely see it from one perspective, while others view it as revolutionary. So, why do some see it as a crisis? After all, change and innovation are part of the game in everything we do. Let’s dive into that discussion, starting with the Swiss.
Make watches, not war
Our story begins with the circumstances of Switzerland’s neutrality during World War II.
While other nations redirected their industries to churn out military hardware like tanks and bomb timing devices, Switzerland remained steadfast in its watchmaking tradition. One could say that while the rest of the world was going tick-tick-boom, the Swiss preferred to stick to tick-tick-tick.
This choice proved pivotal, catapulting the Swiss watch industry to dizzying heights. In the early 20th century and well into the aftermath of World War II, Switzerland dominated the global market for mechanical watches, accounting for a staggering 95% of all sales. With virtually no competition, Switzerland held an unparalleled lead in technical expertise and craftsmanship.
Production was primarily conducted in small, state-controlled enterprises, where the majority of the work was executed by skilled hands using reliable yet straightforward machinery. Even in those days, Swiss watches epitomised perfection, exquisite craftsmanship and uncompromising quality. The watch industry employed approximately 90,000 individuals either directly or indirectly.
However, in the 1950s and 60s, as the race to develop the first quartz wristwatch heated up, the Swiss encountered formidable competition. Quartz technology tantalised with the promise of cheaper and more accurate timepieces than their mechanical counterparts. Despite these advantages (and the fact that one of the world’s first quartz movements was manufactured by a Swiss watchmaker consortium during the early seventies), Swiss watchmakers hesitated to fully embrace quartz. They cherished the intricate artistry of mechanical watches, a unique feature that remains prized to this day.
Yet, the growing popularity of quartz watches became undeniable. By the late 1970s, quartz timepieces had eclipsed mechanical ones in the market, sending Swiss watchmaking into a tailspin. Of the 1,600 Swiss watch brands in existence in 1970 (just a year after Seiko’s quartz watch debut), approximately one thousand failed to survive the following decade. Employment within the Swiss watch industry plummeted by two-thirds during the same timeframe.
The democratisation of horology
Who might champion the Quartz Revolution over the Quartz Crisis? Well, naturally, the Japanese stand at the forefront, alongside those who harbour a fervent enthusiasm for technology and the belief in the ever-changing nature of industry.
The revolutionary impact of the Astron – Seiko’s debut quartz watch – cannot be overstated: boasting an accuracy of +/- 5 seconds per month, a feat no Swiss movement of its era could rival. Swiss counterparts struggled to match this precision over a 24-hour cycle, let alone sustaining it for an entire month.
The Japanese approached their watch presentations with a youthful, vibrant and playful flair. Leveraging cutting-edge production techniques, they ensured their watches boasted solid quality. The once prestigious “Swiss made” label lost its lustre, becoming obsolete and antiquated practically overnight. Seiko outlets proliferated, overshadowing Swiss-made mechanical watches, which were soon deemed inaccurate and overpriced.
An often overlooked aspect of this transformative era is Seiko’s democratisation of horology on a global scale. While the Swiss, Americans, French and Germans may have produced more accessible versions of mechanical watches, none could match the accessibility of Seiko’s quartz-powered timepieces. The affordable watch brands that are flourishing worldwide today are a direct outcome of the Quartz Revolution, a paradigm shift that ultimately proved immensely beneficial for many.
One of those beneficiaries, if you can believe it, actually ended up being a Swiss watch brand.
Second breath, second watch
In the early 1980s, Swiss banks enlisted the expertise of management consultant Nicolas George Hayek to assess their dire predicament. Hayek devised two strategies to navigate the crisis. His vision involved consolidating the brands of the two major watch groups, ASUAG and SSIH, under a single powerful umbrella brand and introducing a new watch line that combined Swiss quality with affordability.
Thus, the birth of the Swatch Group was realised through a banking agreement, with Nicolas G. Hayek leading the charge.
Swatch, an abbreviation for “Second Watch” (not Swiss Watch) signified an ingenious concept – to offer affordable, everyday watches that complemented a mechanical collection rather than replacing it entirely. The quartz-powered Swatch watch was pitched as an everyday-about-town kind of timepiece, while its mechanical counterpart would be the special-occasion, important-meeting watch. This way, the Swiss could hold on to their legacy of mechanical prowess while benefiting from the quartz trend.
Hayek adopted a bold marketing approach, highly unconventional for the Swiss watchmaking sphere at the time. Swatch timepieces boasted a distinctive profile: flat, lightweight, bright and audacious. Hayek personally curated the designs chosen for production. Positioned in the affordable price bracket, Swatch watches directly challenged their Japanese counterparts. In an unexpected turn, Swatch swiftly became a ubiquitous accessory in global pop culture, reigniting the allure of “Swiss made.” It was a stroke of genius, arriving literally at the eleventh hour.
Competition: the great motivator
Seiko’s impact on the Swiss watch industry was profound, acting as a catalyst for transformative change. By introducing new technologies, innovative designs, and competitive pricing strategies, Seiko disrupted the status quo that had long characterised Swiss watchmaking. The traditional Swiss watchmakers, accustomed to their dominance in the market, were forced to reevaluate their approach and adapt to the evolving landscape. Fortunately, Swatch was born, rising like a phoenix from the ashes of a dormant watchmaking industry.
Change is an inevitable part of life and history is a testament to its continuous evolution. Just as horse-drawn carriages gave way to cars, every aspect of our world undergoes transformation. Those who embrace these shifts and adapt accordingly are the ones who not only survive, but thrive.
Lab-grown vs. mined diamonds, anyone?
About the author:
Dominique Olivier is the founder of human.writer, where she uses her love of storytelling and ideation to help brands solve problems.
She is a weekly columnist in Ghost Mail and collaborates with The Finance Ghost on Ghost Mail Weekender, a Sunday publication designed to help you be more interesting.
Companies around the world are leveraging advanced technology to drive innovation and enhance efficiency in the workplace.
Optimism about Artificial Intelligence (AI) has been high ever since the launch of ChatGPT by OpenAI in November 2022. In the first quarter of 2024; companies in the AI sector raised over US$11 billion in funding for companies like Moonshot AI, Minimax (China) and Humanoid Robot (US).
The backbone of AI applications is the processing units made by chipmakers, and this is where the most market action is. As the leading manufacturer of chips for generative AI, NVIDIA – with a massive 80% of the semiconductor chip market dwarfing companies like Advanced Micro Devices inc. (AMD) – has clocked in returns north of 200% in the last 12 months.
Getting a Slice of AI
Without having to create your own basket of shares, the Satrix NASDAQ 100 ETF is one of the most convenient ways for South African investors to get a slice of the AI action. NVIDIA is among the top three holdings in the fund, accounting for 6.3% of its weighting, while AMD makes up 2.1%. Another big AI player in the fund is CrowdStrike, making up 0.5% of the fund, which uses AI to proactively identify and address digital security threats. Broadcom makes up 4.6% of the fund, a company in the semiconductor and infrastructure software industries.
Almost 50% of the fund is made up of the “Magnificent Seven” stocks – Microsoft, Apple, Alphabet, Amazon, Nvidia, Tesla and Meta which are leading innovations in the AI space.
Though historical returns cannot guarantee future returns, the NASDAQ index that this ETF tracks has pulled in 48.6% in the last 12 months to March and 12.5% year-to-date in rand terms.
For more on the AI topic, listen to the recent podcast featuring Nico Katzke of Satrix:
The Rest of the International Scene
AI is not an isolated sector and many of the technological advances also apply to other industries. In the US this has further helped grow Large Cap stocks with Info-Tech stocks raking in US$18 million in inflows for the first quarter of the year, according to Bank of America. In March, the MSCI US Index was up 3.1%, while the MSCI UK and MSCI Euro indices were up 4.5% and 3.7% respectively, in dollar terms. The MSCI World and the S&P 500 indices were both up 3.2% during the month, while the NASDAQ Index was up 1.2% and the MSCI Emerging Markets Index was up 2.5%.
Locally it has Been a Gold Rush
Local markets held strong for the month, with the FTSE/JSE All Share Index up 3.2%, recovering from two negative months that began the year. Propped up by the mining sector, particularly gold stocks (Harmony up 40.4% and Gold Fields up 22.5%), the Resource Index was up 15.4% for the month, while the Industrials index was up 2.9%, and Financials were down 3.5%. Listed Property slowed in March after a strong start to the year, with the FTSE/JSE SA Listed Property Index (SAPY) down 1.0%. With the South African Reserve Bank (SARB) putting the rate cut on ice for the moment, the bond market dragged during the month with the FTSE/JSE All Bond Index (ALBI) down 1.9% while Cash was up 0.6%.
The rand ended February at R19.18 to the dollar and strengthened to R18.94 by the end of March, a 1.3% appreciation.
SatrixNOW is a no-minimum online investing platform from Satrix that allows you to buy and sell ETFs directly.
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