Monday, December 16, 2024

Who’s doing what this week in the South African M&A space?

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A consortium of investors, comprising Entsha owned by the DKMS Group, which is ultimately owned by Barloworld CEO Dominic Sewela, and Falcon Holdings, a wholly-owned subsidiary of the Zahid Group, has announced a firm intention offer to acquire Barloworld from minority shareholders for R120 per share. The R17,2 billion offer, via newly incorporated SPV ‘Newco’, will not be reduced by the R3.10 per share dividend announced recently, representing a total value unlock of R123.10 per share. The share traded at R65.72 pre-cautionary on 12 April 2024 and around the R93 mark before the announcement. The offer excludes 43,47 million shares held by the offerors including the 3.5% stake held by the Barloworld Foundation, which will remain as its B-BBEE shareholder. Khula Sizwe., the c.R2,9 billion empowerment vehicle with 29,000 beneficiaries including Barloworld employees and public black industrialists, will dispose of its shares in terms of the scheme but existing property leasing arrangements will remain in place post the transaction. Entsha will hold the majority of the voting and economic rights in Newco, enabling Barloworld to further enhance its direct BEE ownership. Zahid Group has sector expertise which it will leverage to grow the business.

Sibanye-Stillwater has reached an agreement to dispose of the Beatrix 4 shaft, which includes the Beisa uranium project to Neo Energy Metals. Sibanye placed Beatrix 4 shaft on care and maintenance in 2023 primarily due to declining gold reserves and a depressed uranium price. The deal will allow the project to be developed by Neo Energy while Sibanye will retain exposure to future uranium production. The transaction consideration of R500 million will be settled with R250 million in cash and R250 million in newly issued shares in Neo Energy, equal to a c.40% shareholding in Neo Energy. Sibanye-Stillwater will also receive a royalty on all uranium sold from project at varying rates, depending on the spot uranium price, with a maximum of US$5.00/lb. Neo Energy which will assume responsibility for the rehabilitation and environmental liabilities for the shaft, will need shareholder approval for a Rule 9 Waiver in terms of the City Code of Takeovers and Mergers and has for this reason secured 46% irrevocable support from shareholders for the transaction.

NEPI Rockcastle has signed a binding agreement to acquire HELIOS SCC, which owns Silesia City Center, a shopping centre located in Katowice in the Silesia Province of southern Poland, for an aggregate €405 million. Concurrently NEPI acquired Elco Energy and Elco ICT for €1,5 million – companies which provide communication infrastructure and energy services for the tenants in the property. This follows the €353 million (R6,7 billion) purchase by NEPI of Magnolia Park in Wroclaw in September.

Bidvest has disposed of 100% of Bidvest Bank to Access Bank plc for R2,8 billion. Access Bank has been operating in South Africa since 2023 following its acquisition of Grobank. The proceeds of the disposal will be used to settle existing debt. According to the company, on a pro-forma basis, Bidvest’s net debt/EBITDA reduces to 1.6x compared with the reported 1.7x as at 30 June 2024. Bidvest has also concluded an agreement to dispose of 100% of FinGlobal, a financial emigration solutions business, to Momentum. Financial details of this transactions were undisclosed. The asset sales do not constitute categorised transactions and therefore do not require shareholder approval.

Sabvest Capital has entered into a share swap which will see Sabvest exchange its 47.5% holding in Flexo Line Products for a 23.75% stake in Amicus Investments. Amicus is a holding company for investments engaged in the manufacture and distribution of high-quality injection moulded plastic products which include products for the spice, food and catering industries in South Africa and internationally. Flexo is the largest manufacturer of these products in the Southern Hemisphere.

Vodacom and Remgro have extended the longstop date for Vodacom’s acquisition in November 2021 of a 30% stake in Maziv to 15 January 2025. Maziv is the entity that will house all the fibre assets owned by Community Investment Ventures including Vumatel, and Dark Fibre Africa.

Sweden’s development finance institution, Swedfund and the Danish Investment Fund for Developing Countries, IFU, have partnered with Johannesburg-headquartered Sturdee Energy. The partnership aims to accelerate the expansion of renewable energy in Southern Africa, with the primary focus on South Africa. To this end, Swedfund and IFU will each commit US$22 million in direct equity investments to support Sturdee Energy’s growth initiatives. Sturdee Energy specialises in developing renewable energy projects across Southern Africa with the aim of supporting economic growth and socio-economic development through sustainable energy solutions.

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