Barloworld waives the COMESA condition – and thus the offer is unconditional (JSE: BAW)

Regulators in Africa are the actual worst

Back in my advisory days, I remember the look on people’s faces in transaction meetings when there was even a small chance of a deal needing to go to COMESA for approval. There are 21 member states in Africa and you can just imagine how efficient their competition regulation process is. Deals will sit for months and months, if not longer.

I’m not a competition lawyer, so I’m not sure quite how Barloworld can do this, but they’ve agreed with the offeror to waive the condition for COMESA approval. This means that the offer is now unconditional, even though the COMESA issue is outstanding.

For those looking to sell their Barloworld shares to the offeror, this is good news. It means that the offer will be open for acceptance until 15 October and that the payment date will be in mid-October as well, provided that Barloworld gets through the remaining administrative processes smoothly (including the TRP compliance certificate).

Holders of 41.6% of the shares in Barloworld have accepted the offer thus far. Together with the existing shares held by the consortium and the Barloworld Foundation, this takes them to 65%. The question now is around just how close they will get to the magical squeeze-out number of 90%.

Capitec just cannot stop winning (JSE: CPI)

While most banks struggle for double-digit HEPS growth, Capitec just managed 26%!

If there are any Capitec bears left out there, they’ve gotten very quiet in the past year or two. Capitec’s business has evolved from unsecured lending into solid retail banking, followed by the introduction of new value-added services like Capitec Connect and now an additional core offering in the form of business banking. Each time Capitec takes a significant step forward in their service offering, the numbers tell a story of success. I wouldn’t like to be sitting at one of their competitors, wondering what they might do next.

As regular readers will know, I’m currently hosting a podcast series that tells the stories of entrepreneurs who bank with Capitec Business. I’ve therefore seen first-hand how Capitec is investing in its business bank and its clients, with authentic positive feedback from the entrepreneurs I’ve met. Honestly, I wouldn’t bet against them taking significant market share in this space, just like they did in the retail market. Business banking loans increased by 42% vs. personal banking loans at 32%, with business banking less than a quarter of the size of personal banking.

If we look at the group numbers for the six months to August 2025, net interest income grew 23% and impairments were up 17%, so net interest income after impairments jumped by 27%. It’s pretty hard for bank results to go wrong from there!

Capitec has impressive growth drivers that sit below that line, like value-added services up 36% and Capitec Connect that has more than doubled to a contribution of R165 million. There’s also a delicious 45% jump in the net insurance result, powered by 86% growth in funeral plan and life cover.

Net non-interest income grew 19%, so the most interesting thing about the story is that Capitec’s core banking operations are still growing ahead of the “juicy” stuff that is the only meaningful source of growth at most of the other banks. Capitec continues to eat the sector’s lunch.

Expenses were up 16%, so there’s not as much margin expansion as shareholders might have wanted to see. Capitec is in a growth phase and is investing heavily in its business, with the acquisition of AvaFin contributing 200 basis points of the growth in expenses. Still, with operating profit before tax up 26% and HEPS up 26%, I really don’t see much room for complaints. Return on equity has increased from 29% to 31%, putting it country miles ahead of its peers.

Gerrie Fourie has retired as CEO and he certainly went out on a high. The reins to the most impressive corporate story in South Africa have been passed to Graham Lee. Let’s see what he does with them!

SPAR is clearly struggling to maintain market share (JSE: SPP)

Is the franchise model going to find a way to claw things back?

SPAR is in the fight of its life. On-demand grocery retail is now part of our daily lives, with scooters everywhere on the roads. How often do you see the SPAR2U branding on one of them? Yeah, same here.

Omnichannel retail is difficult and requires incredible data access and integrity throughout the systems. Retailers need to know exactly what is on the shelf at the stores and how to access it, with Woolworths (JSE: WHL) and Checkers (part of Shoprite JSE: SHP) operating exclusively corporate-owned stores and thus having full visibility. Pick n Pay (JSE: PIK) is a mix of corporate-owned and franchise stores, so that makes things harder. SPAR is in the worst position of all, with a franchise model and so much independence baked into the culture that store owners aren’t even required to procure from SPAR as the wholesaler, let alone share shelf-level data!

Clearly, SPAR is on the back foot. And once you layer on all the management distractions and value destruction in Europe, you reach a point where SPAR makes incredibly embarrassing decisions like that one to open pet stores that sell live animals. It feels like none of the people behind that decision have ever been on social media or actually spoken to anyone involved in animal welfare. I genuinely cannot tell you when last I saw a chain store that sells live animals. People either adopt from shelters or they contact breeders, unless they go to specialist stores for pets like fish. Nobody (literally nobody) wants to see puppies for sale in a pet store when the shelters are full. Who signed that decision off?!?

Having backtracked on that daft plan with a dozen eggs on their faces (which were probably delivered by Sixty60 anyway), my main concern is that SPAR seems to be out of ideas. In a trading update for the 51-week period ended 19 September 2025, they note that wholesale growth in South Africa was 1.7% in the first half and 1.8% in the second half. Yaysies, how exciting.

The only growth engine is SPAR Health, up 13.7% and 12.1% respectively. Build it managed to shrink by 4.1% in the second half, almost perfectly offsetting the growth in the first half. In the Groceries and Liquor business specifically, the first half was 1.1% and the second half was 2.3%. Sure, there’s some momentum in Groceries and Liquor, but off such a low base in the first half.

What about Ireland, the offshore business that SPAR hasn’t had to pay someone to drag away? It was down 0.6% in the first half and up 2.2% in the second half.

Instead of wasting their time on trying to sell puppies and bunnies in new stores, SPAR’s management team should be living and breathing the biggest problem they face: competing with Sixty60. The share price has shed 31% of its value this year and it’s not hard to see why. The biggest frustration of all is that a great SPAR is genuinely great – my local SPAR is a perfect example of the incredible operators that sit underneath this thing. There’s so much potential here, but… puppies.

Nibbles:

• Director dealings:
  • Here’s something to make us all feel poor: Pieter Erasmus shuffled some chairs around in his personal holding structure, which means that Pepkor (JSE: PPH) shares worth an incredible R482.4 million changed hands.
  • Neal Froneman, the retiring CEO of Sibanye-Stillwater (JSE: SSW), executed a collar hedge over shares worth R11.5 million. It’s also important to note that a prescribed officer (in this case a senior exec in Australia) sold shares worth R14.2 million.
  • The CEO of Argent Industrial (JSE: ART) sold shares worth R1.5 million.
  • The company secretary of eMedia Holdings (JSE: EMH | JSE: EMN) bought N ordinary shares worth R29k.
  • Although not a trade of shares, Astoria (JSE: ARA) announced that non-executive director Jan van Niekerk’s indirect shareholding in the company has increased from 6.18% to 10.33% due to various restructuring activities in his holding structure.

• Orion Minerals (JSE: ORN) is firmly in exploration phase, so the financials aren’t as useful as they are for a company that has moved into the operating phase. Most of the commentary is around the definitive feasibility studies published earlier this year and the progress made since then. The operating loss for the year ended June 2025 was A$15.4 million, driven by exploration and corporate costs. Orion will announce the results of the placement to raise around R57 million on Thursday 2nd October.

• PPC (JSE: PPC) is working towards getting the sale of land by PPC Zimbabwe done. PPC has an 88% stake in the Zimbabwe subsidiary and has been enjoying a much better performance in that country recently. The property is being sold for $30 million, so this is a chunky deal. The sale was announced in August, with the latest news being that PPC Zimbabwe and the purchaser have agreed that all the conditions will need to be met by 27 February 2026. That’s quite a long time, so hopefully it’s enough runway to get the deal done.

• Thungela (JSE: TGA) announced that CEO-designate Moses Madondo will take the role of CEO with effect from 1 November 2025. Current CEO July Ndlovu will be on gardening leave from 1 November 2025 until 31 December 2025 when he formally steps down as a director. As an entrepreneur, I can only dream of annual leave. In top corporate jobs, gardening leave can sometimes be a reality if you get really lucky. What a thing that is – being paid to just sit at home (and do the garden)!

• eMedia Holdings (JSE: EMH | JSE: EMN) confirmed that Remgro (JSE: REM) has now completed the unbundling of N ordinary shares as agreed. This means that Remgro’s shareholders now control roughly 3.4% of the voting rights in eMedia Holdings, as the N ordinary shares have 1 votes per share vs. the ordinary shares at 100 votes per share.

• Occasionally, you see significant changes to the shareholder register on companies that are off the beaten track. It’s either something or it’s nothing, but it’s always worth being aware of in case you’re a shareholder. In this case, Mahube Infrastructure (JSE: MHB) announced that Bunter Capital and related parties now hold 5.1% in the company.

Note: Ghost Bites is my journal of each day’s news on SENS. It reflects my own opinions and analysis and should only be one part of your research process. Nothing you read here is financial advice. E&OE. Disclaimer.