Exchange-Listed Companies
After several months of negotiations, Capital & Regional (C&R) has received a possible £147 million cash and share offer from NewRiver REIT. Under the terms of the offer, C&R shareholders would receive 31.25 pence in cash and 0.41946 NewRiver REIT shares for each C&R share held. The offer implies a value of 62.5 pence per C&R share, based on the closing price per NewRiver REIT share of 74.5 pence on 22 May 2024 (being the last day before the offer period commenced). This represents a premium of 21% to the closing price of a C&R share of 51.5 pence on that date, a 21% premium to the three-month average price of 51.7 pence and an 18% premium to the six-month average price of 53.0 pence. On conclusion of the transaction, C&R shareholders would own c.21% of the issued ordinary share capital of NewRiver REIT. Growthpoint Properties which holds a 69% stake in C&R valued, in terms of the deal, at c. £100 million (R2,3 billion) has undertaken to vote in favour of the scheme. Following a strategic and capital allocation review C&R has been identified by Growthpoint as a non-core asset. NewRiver REIT has until 26 September 2024 to make a firm offer.
Grindrod, through its wholly-owned subsidiary Grindrod Mauritius, has acquired the remaining 35% interest in Terminal de Carvão da Matola (TCM) from Vitol Holdings II, a vehicle ultimately owned by employees of the Vitol Group. TCM owns a dry bulk terminal in Maputo which is operated under a sub-concession to the Maputo Port Development Company and has the capacity to receive cargo by rail and road. The asset is strategic, enabling Grindrod to provide cost-effective and efficient integrated logistics solutions for cargo flows. The purchase consideration for the remaining stake is US$77 million with an initial payment of $55 million and a deferred $22 million paid in 16 equal quarterly instalments. The deal represents a category 2 transaction for Grindrod and does not require shareholder approval.
Powerfleet, a global leader in the artificial intelligence of things (AIoT) software-as-a-service (SaaS) mobile asset industry, has acquired Fleet Complete a provider of essential fleet, asset and mobile workforce management solutions across North America, Australia, and Europe. The $200 million acquisition will be financed through a mix of cash, shares and a senior secured term loan. Part of the payment will be funded by a private placement of Powerfleet’s shares amounting to $70 million, which also be used for general corporate purposes. An additional $15 million will be raised from a private placement of shares to an existing shareholder of Fleet Complete. Powerfleet successfully acquired MiX Telematics from minority shareholders in October 2023.
Europa Metals announced two proposed deals this week. The European focused lead, zinc and silver developer signed a conditional agreement to acquire Viridian Metals Ireland which includes the Tynagh brownfield project in Ireland. The transaction would constitute a reverse takeover (RTO) and remains dependent on a number of conditions. The share has been suspended on the LSE until such time as more information is available to shareholders. In addition, the company will need to raise additional funds to fund the cost of the proposed transaction. Further, Europa Metals has agreed with Denarius Metal Corp to dispose of the Toral Pb, Zn, Ag project for a sale consideration of C$3,5 million in equity. Denarius will issue 7 million shares at an issue price of C$0.50 per share. Together with the RTO of Viridian Metals, the deals will create a new platform for Europa.
Financial services group Finbond, through its wholly owned subsidiary Finbond Group North America, has signed an agreement to acquire an additional 27.78% interest in Americash and CreditBox.com. The transaction increases Finbond’s shareholding to 90.57%. The businesses are engaged in owning and operating a consumer lending business that operates online and at various physical locations, predominantly in South Carolina, Wisconsin and Missouri. There are 18 branches and online offerings in total, offering instalment loans up to US$2,500. The purchase consideration of $1,65 million (R29,2 million) is payable in cash.
Kibo Energy PLC has announced a deal with ESGTI AG, a Swiss company, to acquire a diverse portfolio of renewable energy projects across Europe and Africa. The projects include wind and solar generation, agri-photovoltaics and technology development – 36 development projects spanning 15 countries from early stage to under construction with a target of 20 Gigawatts generation capacity within six years. Subject to a due diligence, Kibo will pay €400 million. Part and parcel of the deal is the sale by Kibo of its subsidiary Kibo Mining (Cyprus) (KMCL). This has now been announced with its sale to Aria Capital Management. KMCL contains the legacy coal assets and the company’s waste-to-energy and biofuel projects in sub-Saharan Africa. Kibo’s 19.52% shareholding in Mast Energy Developments, currently held through KMCL, will not be included in the KMCL sale. The reverse takeover is expected to be accompanied by a share consolidation of the share capital in the ratio of 1 share for every 5,000 shares held and a placing to raise €30 million by the vendor. Kibo now has six months to undertake a Reverse Takeover, failing which the company will be suspended.
Metair Investments is to dispose of its Turkish operations to Quexco, a US diversified private holding company with interests in the lubricants industry. Metair Turkiye forms part of Metair’s Energy storage vertical and operates as the Mutlu Group which manufactures and trades energy storage products and solutions, including lead-acid batteries, and lithium-ion batteries for use in mobile applications as well as in the telecoms, utility, mining, retail and materials/product handling sector. The disposal consideration of US$110 million (R1,95 billion) is payable in cash. The disposal of the Mutlu Group which Metair acquired in 2013, will unlock significant value to shareholders, reduce its debt and is in line with the company’s strategy to focus on the sub-Saharan African sector in the automotive component manufacturing space.
Texton Property Fund via its UK subsidiary will dispose of the property 20 Pease Road, North West Industrial Estate in Peterlee. The industrial property has been acquired by a subsidiary of LSE-listed Urban Logistics REIT PLC for a disposal consideration of £8,3 million. The deal is a category 2 transaction.
In July last year, Choppies Enterprises’ distribution arm made a BWP28 million acquisition of a 76% stake in Kamoso, a Botswana-based company running retail and distribution. The acquisition included loss-making Mediland, a distributer of diagnostic medical equipment, consumables and pharmaceutical products. In a related party transaction, Choppies will dispose of Mediland to Directors V Sanooj (Choppies) and S Senwelo (Mediland) for BWP100. In addition, they will take over Mediland’s existing revolving credit facility obligations of BWP 40 million, to be settled over a period of five years.
Mustek acquired a 70% stake in CyberAntix, a SOCaas company offering state-of-the-art implementation of managed cybersecurity services for R8 million. The deal was effective from 12 September 2024.
Unlisted Companies
Campari Group has completed the acquisition from ODC (BidCo) of a 14.6% minority stake in Capevin, the South African holding company indirectly owning 100% of CVH spirits. The purchase price of £69,6 million was paid in cash.
Xero, a global small business platform headquartered in New Zealand, has acquired South African company Syft Analytics, a reporting and data analytics software and interactive financial reporting tool.
Metier, a private equity firm, has through its Sustainable Capital Fund II acquired Mertech Marine. The acquisition is part of its strategy to invest in sustainable and resource-efficient infrastructure in Africa. Mertech Marine, a local company, specialises in the recovery, recycling and repurposing of undersea cables. Financial details were not disclosed.
Nestlé (East and Southern Africa) is to dispose of its Cremora business to French-owned Lactalis SA. The move is in line with Nestlé’s strategy to focus on industries with robust development prospects. Financial details were undisclosed.
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