Mahube Infrastructure has released the offer circular (JSE: MHB)
This relates to the firm intention announcement published on 9 December
After a few delays, Mahube Infrastructure has finally distributed the circular related to the cash offer by Sustent Holdings of R5.50 per Mahube share.
Sustent Holdings is a special purpose vehicle put together by a group of investors, including a fund managed by Mergence Investment Managers.
Mahube is off the beaten track on the JSE, so you would easily be forgiven for not being familiar with it. Mahube owns three solar PV farms and two wind farms. These assets sell electricity to Eskom under 20-year power purchase agreements.
The company listed as a special purpose acquisition company (remember those?) in 2015, with R500 million in capital raised as part of that listing. Due to the difficulties in trying to build a small cap on the local market, that was the first and last time that it raised capital.
With the share price languishing at a deep discount to the net asset value (a whopping R10.25 as at August 2025), it’s not a huge surprise that an acquirer pounced on this thing.
The 30-day VWAP prior to the cautionary announcement in August was R4.13, so the offer price of R5.50 is a significant premium to that level.
However, the offer is so far below the net asset value per share that it even comes in below the fair value range determined by the independent expert. The expert has guided a range of R6.42 to R6.72 per share.
This means that the offer price is unfair, but reasonable. You won’t see this too often.
Given the lower historical traded prices and the premium being offered to shareholders, the board has proposed the scheme to shareholders to give them a chance to exit at this price.
Weirdly, the share price closed 13.6% higher on the day at R6.03 on thin volumes. It flaps around between R5.50 and R6.00, as though some shareholders are betting on a better offer arriving at some point.
The other angle here is that these investors might be looking to back the story over the longer term, as there is the ability under the scheme to make a “continuation election” to retain shares.
The scheme meeting is scheduled for 15 April.
MC Mining: heavy losses and a suspension of operations at Uitkomst (JSE: MCZ)
Full focus is on the Makhado project
MC Mining released results for the six months to December 2025. The numbers are unfortunately still in the red, with a headline loss per share of 1.22 cents (vs. a loss of 1.83 cents in the comparable period).
Thanks to lower sales volumes at Uitkomst and weaker thermal coal prices, revenue fell by 22%. But here’s the really bad news: they recognised a gross loss of $4.5 million vs. a gross loss of $4.2 million in the comparable period.
Your eyes are not deceiving you – they lose money on everything they sell, even before we get to operating expenses.
Clearly, the existing operations are broken. They are so broken that the board is suspending operations at Uitkomst Colliery. There is literally no point in operating with a gross loss, something you’ll almost never see.
The only reason there is any value in this company is because of the Makhado Project, with hot commissioning scheduled for April 2026. Kinetic Development Group has been subscribing for shares in the company to fund this opportunity. This is a premium hard coking coal opportunity that should change the trajectory of the group.
To give you an idea of how important it is, the share price is up 208% over 12 months despite the losses!
MTN Uganda keeps delivering (JSE: MTN)
This has been their most dependable (alas, not the biggest) African subsidiary
MTN has released results for MTN Uganda for the year ended December 2025. You won’t see the year-on-year recovery that is visible in Nigeria and Ghana, mainly because Uganda wasn’t broken to begin with!
MTN Uganda grew total subscribers by 10% and service revenue by 13.4%. EBITDA increased by 17.0%, with EBITDA margin moving 160 basis points higher to 53.8%.
Adjusted profit after tax was up 23.1%. This is actually the correct metric to use, rather than the 5.8% increase in profit after tax that was impacted by a tax settlement.
The total dividend increased by 27.2%, so there’s also no shortage of cash in the system. This is despite the 28.5% increase in capex to take advantage of opportunities in the country.
Uganda is expecting economic growth of 6.5% to 7% in 2026. Imagine if we could get anywhere close to that in South Africa?
Will Remgro’s trading statement prove to be useful? (JSE: REM)
HEPS is the wrong metric here
Remgro has released a trading statement for the six months to December 2025. They use HEPS as their metric, rather than net asset value (NAV) per share. This is an issue because the market values Remgro (an investment holding company) based on its NAV, not its HEPS.
You might think that a strong positive move in HEPS also means a solid uptick in NAV, but it isn’t always that simple. We will have to wait for the results to come out on 25 March to be sure.
In the meantime, we know that HEPS will be between 36% and 41% higher for the interim period. One would certainly hope that such a positive move also translates into decent NAV growth.
SA Corporate Real Estate has a few (thousand) apartments to sell you (JSE: SAC)
This is an unusual fund by JSE standards
SA Corporate Real Estate has released results for the year ended December 2025. Although distributable income per share was only up by 6%, they increased the payout ratio and moved the distribution higher by 9%. Net property income was up by 6.2% though, so I would see this as mid-single digits growth on a sustainable basis.
The balance sheet is stable, with the loan-to-value ratio of 42.1% being very similar to 42.0% in the prior year. Thanks to a decrease in the cost of debt, net finance costs improved by 4.7% vs. the prior year.
Here’s a blemish on the numbers though: the net asset value (NAV) per share decreased by 5.3% to 420 cents. The new independent valuer is described as having “more prudent valuation assumptions” which is rather interesting. There were other factors as well, like the issue of shares during the year at a discount to NAV per share.
The company has no remaining exposure to office properties, other than the one they occupy themselves. This leaves them with a portfolio that looks similar to what investors are used to seeing (i.e. a mix of retail and industrial with positive rental reversions), along with a residential portfolio that is very unusual among the REITs.
If you’ve ever managed a buy-to-let investment that has made you feel tired, then get ready for this: SA Corporate Real Estate has 15,600 apartments! 65% are suburban and 35% are inner-city apartments.
They are targeting 3,000 apartment sales over the next three years, with 1,000 planned for 2026 for a total sales value of R460 million.
In the 818 apartment sales achieved in 2025, they received prices that were 87% better than the acquisition price and 35% above the book value. That’s obviously a great return, but it’s a lot of work to manage this portfolio.
Another unusual element of the portfolio is the exposure to Zambia, where the macroeconomic picture improved tremendously in the past year. Distributiable income was up by double digits in 2026.
What is your view on opportunistic dealmaking by property funds, like the decision to buy the large portfolio of apartments and sell them over time?
Texton’s NAV per share was impacted by a return of capital to shareholders (JSE: TEX)
But this doesn’t explain the dip in distributable income per share
Texton Property Fund released results for the six months to December 2025. The fund has been returning capital to shareholders, so this naturally leads to a decrease in the net asset value per share, as the company is literally choosing to make itself smaller.
In September 2025, they declared a return of capital of 63.87 cents. This explains most (but not all) of the decrease in NAV per share, from 574.61 cents as at June 2025 to 503.23 cents as at December 2025.
The dip in performance continues in other metrics, with distributable earnings impacted by asset sales in the UK. Even though the South African portfolio’s net operating income was up by 4%, the group’s distributable earnings fell by 4.2%. Distributable income per share was down by a similar percentage.
Notably, the loan-to-value ratio has moved up from 25.3% to 29.7% due to the outflow of cash to shareholders. If you remove cash from the balance sheet, it effectively increases the leverage in the system even if the debt balances are steady.
York Timber generated far more cash in this period (JSE: YRK)
HEPS growth is positive, but not by much
York Timber released a voluntary trading statement for the six months to December 2025. The fact that this is “voluntary” tells you that the movement in HEPS is less than 20%.
They guide a HEPS uplift of between 1.82% and 6.78%. There’s a number further up the income statement that is concerning though, with EBITDA before fair value adjustments dropping by between 41% and 46%. The fair value adjustments cause significant distortions, so this is an important metric that has gone sharply the wrong way.
Cash generated from operations is a much prettier story, up by between 127% and 132%.
There are some wild swings here, so investors will need to read carefully when the results come out on 31 March 2026.
Nibbles:
- Director dealings:
- Des de Beer has bought shares in Lighthouse Properties (JSE: LTE) worth R10.2 million.
- The non-executive chair of Supermarket Income REIT (JSE: SRI) bought shares worth R2.1 million.
- Grindrod announced sales of shares by a few directors and senior execs. Two of the sales covered only the taxable portion of share awards, but there was also a sale worth R287k that wasn’t related to taxes.
- The CEO of Argent Industrial (JSE: ART) bought shares worth nearly R40k.
- Fortress Real Estate (JSE: FFB) will be offering investors a scrip dividend alternative, known as a capitalisation issue. Simply, this means the ability to receive the value of the dividend in the form of more shares in Fortress rather than cash. This helps Fortress retain cash on the balance sheet and is best thought of as a miniature rights issue. The shares will be priced at a 3% discount to the 30-day VWAP, so they are trying to incentivise shareholders to take the shares.
- Exemplar REITail (JSE: EXP) released a circular related to the proposed changes to the share-based incentive scheme. They want to create an “equity ownership mindset” among key employees by being able to issue shares that vest immediately. The circular also includes a general authority to issue shares for cash (up to 10% of shares in issue based on the AGM in June 2025), with the company having identified a pipeline of acquisitions and development opportunities. These steps are dilutive to existing shareholders, so investors in this company will want to review the circular carefully.
- Africa Bitcoin Corporation (JSE: BAC) announced some key metrics in the loan book at Altvest Credit Opportunities Fund. The book is now sitting with assets of R502 million, although the current loan book is R267 million vs. cash on hand of R156 million. I’m not quite sure why those two numbers don’t add up to R502 million. The average loan size is R5.9 million with an average term of 43 months and pricing of prime + 7.62%, giving you an idea of what it costs to borrow money as an SME. The provision for bad debts as a percentage of the loan book is 5.56%, showing you exactly why the cost of borrowing needs to be so high for SMEs.
- ISA Holdings (JSE: ISA) renewed the cautionary announcement related to a non-binding expression of interest received from a potential offeror for the shares in the company. Negotiations between the parties are ongoing. At this stage, this isn’t a firm intention to make an offer, hence the need for shareholders to exercise caution.
