PBT Holdings proposes a new Black Economic Empowerment partnership to support long-term growth and client retention

A new R50 million investment in PBT’s core operations, the repurchase of approximately 14% of its shares and a simpler Group structure will help secure stable, long-term majority Black Ownership.

Note: this article has been provided by PBT Holdings and does not include any views by The Finance Ghost

PBT Holdings Limited (“PBT” or “the Company”, and together with its subsidiaries, “the Group”) today announced a proposed transaction designed to protect an important commercial advantage: stable majority Black Ownership. The transaction combines a simpler operating structure, a R50 million investment by TheIntrepid, PBT’s long-term BEE partner, together with participating members of management, and the repurchase and cancellation of approximately 13.8 million PBT shares.

Transaction at a glance

• The BEE Partnership will invest R50 million of its own capital in PBT Innovation, an unlisted subsidiary of PBT, locked in for at least eight years.
• Approximately 13.8 million PBT shares, or 14% of issued shares, will be repurchased at R7.50 per share and cancelled.

Transaction rationale

The transaction addresses two strategic priorities. It aligns PBT’s legal structure with the way its businesses operate and establishes a stable, long-term majority Black-owned group. The Board believes both changes will strengthen PBT’s ability to serve clients, pursue new mandates and allocate capital across existing and future specialist technology businesses. PBT has evolved from a single technology business into a group of specialist brands. Aligning the corporate structure with that operating model will give each brand a clearer home, improve accountability and create a simpler platform for future growth.

“For PBT, stable majority Black ownership is directly linked to our ability to compete, retain clients and grow. This transaction will help secure our majority Black-owned status, bring R50 million of partner capital into the operating business and align participating management with long-term performance of the business”

Elizna Read, Chief Executive Officer of PBT Holdings

How the transaction works

First, PBT will consolidate its operating businesses under PBT Innovation Proprietary Limited (“PBT Innovation”), with each of its three core brands, PBT Technology Services, PBT Insurance Technologies and CyberPro Consulting, held in a dedicated pillar.

Existing intercompany loans of approximately R625 million will be refinanced through preference shares issued by PBT Innovation to PBT. This gives the BEE investor a clear operating-company investment while PBT retains the preference-share claim.

Following the internal reorganisation, TheIntrepid PBT Innovation Partnership (the “BEE Partnership”), comprising TheIntrepid, PBT’s long-standing BEE partner, and participating members of PBT management, will subscribe for newly issued ordinary shares representing 30% of PBT Innovation after the subscription. The subscription was priced by applying a reference price of R7.50 to each PBT share in issue, an 8.7% premium to the 30-day volume-weighted average price, and deducting the approximately R625 million preference-share funding owed by PBT Innovation to PBT.

The BEE Partnership will invest R50 million of its own capital in PBT Innovation. This gives the investor meaningful capital at risk and links participating management’s economic interest directly to the long-term performance of the Group’s operating businesses.

From the fifth anniversary until the eighth anniversary of the subscription, the BEE Partnership may require PBT to acquire its PBT Innovation shares in exchange for newly issued PBT shares. The number of shares will be determined using the valuation formula described in the SENS announcement and shareholder circular and will be capped. Any PBT shares received before the eighth anniversary will remain locked in until at least that anniversary.

PBT will use the R50 million subscription proceeds, together with available cash resources, to repurchase approximately 13.8 million PBT shares from existing, predominantly Black shareholders, including certain related parties. The repurchase price is R7.50 per share, the same reference price used for the subscription valuation.

The repurchased shares, representing approximately 14% of PBT’s issued shares, will be cancelled and are expected to largely offset the dilution arising from the transaction.

The Board believes any short-term dilution is outweighed by the expected long-term commercial benefits: protecting PBT’s majority Black Ownership position, supporting client retention and new business development, and aligning participating management with the performance of the operating businesses.

Commercial importance of majority Black Ownership

Majority Black Ownership is a commercial priority for PBT.

Approximately 72% of the Group’s clients operate in financial services, where procurement policies often favour majority Black-Owned service providers. A stable ownership position therefore supports PBT’s ability to retain important client relationships and compete for new work.

Based on information available to the Company under the Modified Flow-Through Principle as at 28 August 2026, approximately 55.0 million Black-owned shares, representing 55.7% of PBT’s issued shares, can be sold freely or will become freely tradable within the next two years. The transaction is designed to replace part of this potentially mobile shareholding with a committed ownership structure secured for at least eight years.

Approvals and next steps

The transaction remains subject to shareholder, regulatory and JSE approvals and other applicable conditions. PBT will publish a shareholder circular containing the full terms and notice of the general meeting in due course. In the interim, please refer to the SENS for more information regarding the transaction.

PBT Holdings is a JSE-listed technology group delivering data and analytics, software engineering and healthcare administration services in South Africa and the United Kingdom. Its three core brands are PBT Technology Services, PBT Insurance Technologies and CyberPro Consulting.

TheIntrepid is a majority Black-Owned and controlled South African alternative investment firm. Its team combines experience across private equity, venture capital, listed markets and principal investing, taking a hands-on approach to supporting scalable businesses and longterm value creation. TheIntrepid has been a long-term shareholder and strategic partner to PBT since 2021.