Saturday, April 26, 2025
Subscribe
Home Blog Page 166

Ghost Bites Vol 54 (22)

The Finance Ghost
-
1
Ghost Bites Vol 54 (22)

Corporate finance corner (M&A / capital raises)

  • There’s big news from Astoria Investments, with the investment holding company selling its remaining shares in Afrimat for nearly R54 million and investing nearly R52 million in shares in Leatt Corporation, a South African business that has become a household name for action sports enthusiasts worldwide thanks to its leading technology in neck braces. Astoria now holds 2.4% of Leatt’s shares, including an additional R8 million investment. In other words, the total investment in Leatt is around R60 million. Leatt trades on an OTC basis in the United States, as the management team always envisaged an eventual listing on a major US exchange. This OTC structure makes it much harder for South African investors to directly hold shares in Leatt, so this is a good example of an investment holding company doing what it should be doing: offering exposure to assets that aren’t easy to get elsewhere. Investment holding companies that simply hold shares in other locally listed companies have lost favour with investors and are being collapsed left and right to “unlock value” with PSG as perhaps the most important example.
  • Grindrod is in the process of disposing of Grindrod Financial Holdings Limited (the holding company for Grindrod Bank) and its preference shares in Grindrod Bank to African Bank Limited. This deal was announced back in May and is a big step forward for both Grindrod and African Bank. This is a Category 1 disposal under JSE rules, so a circular has been distributed to shareholders (find it at this link). The price is R285 million for the preference shares and R1.18 billion for the ordinary equity (subject to adjustment for dividends). African Bank is currently a consumer-focused bank and wants to grow into business banking. Grindrod Bank offers an immediate market entry for African Bank into that space, so this deal makes a world of sense to me.
  • The buyout of Vivo Energy by Vitol Group has achieved another milestone, with a court order now in place to sanction the scheme (this is a UK requirement as Vivo is domiciled in the UK). The listing on the JSE will be suspended from the 25th of July and cancelled from the 29th. Farewell, Vivo.

Financial updates

  • Ellies Holdings has released a trading statement for the year ended April 2022. The company has sadly slipped back into the red, with a headline loss per share of between 6.49 cents and 7.77 cents vs. headline earnings per share (HEPS) of 9.19 cents for the prior year. Revenue was down 24.6% in the first half of the year and by the end of the year this had been clawed back to a decline of 10.8%. Still, that’s a nasty outcome. The major drivers were supply chain disruptions and a decline in satellite dish installations. Clearly, relying on satellite dishes isn’t sustainable as people shift to streaming, so Ellies has thrown in buzzwords like “smart home” and “internet of things” – presumably new product offerings are on the way along with potential acquisitions. The inverter and solar power product range must’ve been flying in recent weeks thanks to load shedding, but this will only come through in the next set of results as the worst of load shedding was experienced in winter and fell outside of the FY22 financial year. Ellies shareholders suffered value shedding on Friday as the share price closed 28% lower.
  • In case you want to make notes in the diary, Textainer Group will release second quarter results on 2nd August. NEPI Rockcastle will release interim results on 23rd August.

Operational updates

  • As part of an announcement on proceedings at its AGM, Famous Brands gave a brief update on trading at its restaurants. It sounds promising overall, with the company “coping with the food inflation on menu items” – a vague description that doesn’t tell us much. There’s a difference between “coping” and “passing inflationary increases on to consumers” of course. 45 stores have been opened this year and a recovery is evident across the Leading Brands and Signature Brands segments, with the business performing in line with budgets for the past four months. I quite enjoyed this bullet point from the announcement as a reminder of what it’s like to do business in South Africa:

“Business “as usual” again in SA other than load shedding disruption.”

Famous Brands announcement, 22 July

Share buybacks and dividends

  • Assuming that Bytes Technology shareholders approve the final and special dividend at the AGM on 26th July, the rand values will be 85.16084 cents and 125.71362 cents respectively. The total dividend is thus R2.11 in round numbers and the share price closed at R88.00 on Friday.

Notable shuffling of (expensive) chairs

  • Grindrod has appointed Xolani Mbambo to the top job in the group, replacing Andrew Waller as group CEO with effect from 1 January 2023. Mr Mbambo is an internal appointment (usually a good sign) and currently runs the Freight Services business. Before Grindrod, he worked for Anglo American in various roles. Strategically, this appointment makes perfect sense to me based on where Grindrod is focusing its efforts going forward.
  • In a very strange start to its announcement, Conduit Capital talks about how it has become a “diversified niche investment holding company” and then reminds us that all it owns is 100% of the Constantia group of insurance companies. I guess diversified means different things to different people. In a major change to leadership of the group, Sean Riskowitz has resigned from the board and his role as CEO. Peter Todd will take over as CEO of Conduit Capital on an interim basis in addition to his role as CEO of Constantia Group.
  • The Company Secretary of EOH has resigned to “pursue other interests” – the company will announcement a replacement in due course.

Director dealings

  • The managing director of Vodacom South Africa has sold shares in Vodacom Group worth nearly R3 million.

Unusual things

  • In a moment of great pride for me, PBT Group joined us on Unlock the Stock on Thursday and announced its participation through SENS – it was great to see the Unlock the Stock name in lights! You can watch it at this link in Ghost Mail and I highly suggest that you do, as this tech small cap is on the move in a big way. The share price is over 4x higher than at the start of 2020!
  • Efora Energy has been suspended since October 2020 and needs to release its results for the year ended February 2021 to lift the suspension (along with all subsequent results). This can’t be done until the audit of Afric Oil Proprietary Limited is completed. The audit has been delayed by the additional work required as a result of appointing new auditors. This is another good example of how listed companies can go badly wrong. This issue will hopefully be resolved soon.

The big liberalisation, and putting the FSCA under the microscope

Today's Trustee
-
0
The big liberalisation, and putting the FSCA under the microscope

This edition of Today’s Trustee, covering the second quarter of 2022, is a blockbuster, digging deep into a number of the biggest stories affecting our society and economy.

In our cover story, we deconstruct finance minister Enoch Godongwana’s decision to allow pension funds to invest up to 45% of their assets in offshore assets. This is a considerable liberalisation from the current situation where only 30% was allowed for offshore investment, with another 10% possible for investing on the African continent.

Yet, as Phakamisa Ndzamela writes, after interviewing SA’s largest asset managers, there are a number of unintended consequences for our stock market and currency to this otherwise widely-praised decision. As analysts from RMB Morgan Stanley warn, it could lead to “potential outflows from the SA pool of assets of up to R550bn to R800bn”.

Which isn’t to say Godongwana shouldn’t have opened up our pensions landscapes in this way – it’s just that it introduces greater risks into the system, which now need to be considered as part of a fund’s wider investment strategy.

Ndzamela’s analysis spells out exactly where these risks are, and how pension funds, and their trustees, ought to react to this new status quo. (Hint: it doesn’t entail ratcheting up your fund’s offshore investment quote right to that new 45% ceiling.)

Elsewhere, Today’s Trustee examines the ructions in National Treasury, and what changes in the top echelons of that organisation means for the future of SA’s regulation, and fiscus.

With director-general Dondo Mogajane having already left this month, after three decades service, and his deputy Ismail Momoniat due for an overhaul in his responsibilities, it’s clear that the changing of the guard may lead to a change in the way in which investment firms, financial services companies and pension funds interact with the state.

Hopefully, the treasury shake-up will inject much-needed fire into the regulator, the Financial Sector Conduct Authority (FSCA). As we detail in this edition, the FSCA has shown a crippling lack of urgency in dealing with a drama more than a decade in the making: the battle to trace 4.8-million people owed a combined R47bn in unclaimed pension fund benefits.

And this is only one of the issues on the FSCA’s to-do list.

Aside from that, the FSCA’s notorious backlog in processing section 14 transfers between retirement funds – a process meant to ensure savers get the best possible retirement outcome – flies in the face of the ‘treating customers fairly’ principle meant to govern our market. Gareth Stokes outlines exactly why it’s a problem – and why you should care.

Elsewhere, Londiwe Buthelezi examines the curious case of former pension funds adjudicator Mamodupi Mamodupi Mohlala-Mulaudzi, who was suspended as the CEO of Property Practitioners Regulatory Authority (PPRA) after failing to pay over some employees’ pension fund contributions.

As these stories, and many others illustrate, this edition of Today’s Trustee continues the fine tradition of journalistic standards that Allan Greenblo always insisted on.

It illuminates the world of the modern trustee, and remains essential reading.

READ ALL THESE ARTICLE HERE >>

Ghost Bites Vol 53 (22)

The Finance Ghost
-
3
Ghost Bites Vol 53 (22)

Corporate finance corner (M&A / capital raises)

  • The corporate finance industry took a breather today – there were no updates.

Financial updates

  • Oceana Group kicked off the day’s news on SENS with a trading update and appointment of a new auditor. After a period of governance that was smellier than Hout Bay Harbour when the wind is blowing the wrong way, shareholders are looking for stability. The first step towards that is the appointment of Mazars as auditor after PricewaterhouseCoopers resigned. The Mazars team will be under pressure here to get up to speed, as the financial year-end is September 2022. Moving on to financial performance, pilchards had a solid quarter and the 9-month period shows a slight drop in volumes vs. the comparable period. Importantly, there is an improved mix towards more profitable local production. African fishmeal and fish oil is now higher over the 9-month period than the comparable period, having recovered from the impact of lower opening inventory levels. I was today years old when I learnt what a “gulf menhaden landing” is – the arrival of a little fish that is basically the McDonald’s of the ocean, because everything else eats it. Gulf menhaden are used to make fishmeal and fish oil and landings were 83% higher than the comparable period, which is good news for production. Hake and horse mackerel were hit by poor catch rates and the business has had to deal with higher fuel and quota costs. Volumes over the 9-month period are down 10% but demand looks ok, so this is a production issue.
  • Vodacom Group released a trading update for the quarter ended June 2022. In the world of telecoms, Vodacom is the tortoise and MTN is the hare. Telkom is the awkward cousin that nobody really wants to invite to dinner, though MTN is trying to change that with a potential takeover. Vodacom’s growth is typically steady and boring and this period has been no exception. Group revenue increased 5.2% and South Africa is the mature business, up 3%. International service revenue grew by a far more interesting 10.4%, supported by data revenue growth and a weaker rand. Telecoms companies are increasingly behaving like banks in emerging markets and so they should, as smartphones offer a wonderful way to reach people. Financial services revenue increased 9.3% in this period and is still small in the broader group (R2.1 billion revenue vs. R26.1 billion total). It would’ve grown 19.7% without mobile money levies in Tanzania but this is a typical risk of doing business in frontier markets and can’t just be brushed away. In line with what we’ve seen in other telecoms groups, Vodacom has established a “TowerCo” internally that will have its own Managing Director. This is clearly a move towards potentially spinning off the infrastructure at some point, creating a more capital-light structure. Also keep in mind that Vodacom is busy acquiring 55% of Vodafone Egypt for R41 billion and regulatory approval is expected in the “near term” – so hold thumbs! There’s also a regulatory approval process underway for the acquisition of a 30% stake in CIVH’s fibre assets. Another important move is the launch of Safaricom in Ethiopia, Africa’s second largest country by population.
  • Anglo American Platinum released a trading statement for the six months ended June 2022. This wasn’t a good period, as sales volumes fell by 20% due to once-off benefits in the comparable period and the basket price fell by 14% vs. the record prices in the comparable period. With that combination of factors, you won’t be surprised to learn that headline earnings per share (HEPS) has fallen by between 40% and 50%. The actual range is between R87.45 and R106.46 per share. Annualising a mining stock is always dangerous and the result needs to be handled with care. It does give some context to the earnings, though. If we double the interim result, the forward price / earnings multiple is just under 6x. The group also released a production report for the second quarter which noted a drop in total production of 2% in that quarter and an expectation of further short-term impacts from planned maintenance in Q3 (just one example of why annualising earnings is dangerous). A five-year wage agreement was signed without any industrial action. Tragically, two mineworkers lost their lives during the period.
  • Kumba released a production and sales report as well as a trading statement for the six months ended June 2022. This is the company’s sixth year of fatality-free production, which is a great track record. Full year production and sales guidance has been reiterated (despite a 13% drop in this period). Unit cost guidance at Kolomela has been increased to between R420 and R440 per tonne and Sishen’s unit cost guidance is maintained at R500 to R530 per tonne. Capital expenditure guidance has been lowered by R500 million. The iron ore market came under pressure in the quarter from lockdowns in China and weaker global economic conditions. Kumba’s product is of premium quality, which is why the realised price of $136 per wet metric tonne is 15% above the benchmark price. The company resisted the temptation to complain about Transnet’s incompetence in this announcement, perhaps because of an 8% improvement in the second quarter in ore railed to port. For the six-month period though, that metric is down 4%. With lower realised FOB export iron ore prices, HEPS is expected to be 48% to 53% lower. The actual range is R33.87 to R37.49. On an annualised basis (with the same health warning to this approach that I gave above), the price / earnings multiple is approximately 6.5x.
  • Reinet Fund, which forms the bulk of the balance sheet of Reinet Investments, experienced a decrease in net asset value of 3.8% between March and June 2022.

Operational updates

  • Anglo American released a production report for the second quarter ended June 2022. Unlike the other mining updates, it doesn’t include a trading statement and hence falls into the operational update section. Full year guidance is unchanged for PGMs, copper and iron ore. It has been increased for diamonds and decreased for steelmaking coal. The Quellaveco project delivered its first copper concentrate in July and will eventually add around 10% to Anglo’s global output once fully operational. One of the highlights of the quarter was the unveiling of the world’s largest hydrogen-powered haul truck, part of the nuGen Zero Emission Haulage Solution. I’ve included a picture of this epic machine below. Anglo has done a deal to commercialise this product across the industry. Looking at production in more detail, every commodity except manganese ore experienced a drop in quarterly production year-on-year. For the six-month period, only diamond production is higher (up 10%). When it comes to realised prices, diamonds and nickel were up sharply and steelmaking coal blew everyone away with an increase of well over 200%. If we combine the production numbers and the realised prices, the best story right now is in the diamonds side of the business.

Share buybacks and dividends

Notable shuffling of (expensive) chairs

  • The chairs ended the day where they started.

Director dealings

  • The CEO of Tsogo Sun Hotels is a dip-buying enthusiast of note. Marcel von Aulock has bought another R2.2 million worth of shares in the company. I highlighted his previous purchase as a strong show of faith in the tourism recovery. It just makes sense, doesn’t it?
  • A trust associated with Barloworld CEO Dominic Sewela has bought shares in the company worth almost R2 million.
  • Invicta director Lance Sherrell has a long history with the business and is still topping up his investment in the industrial group, with a purchase of shares worth nearly R263 million. The share price has really rolled over this year, having lost nearly 30% in just the past few months.
  • Directors of BizSpace (Sirius Real Estate’s operation in the UK) have bought shares in Sirius worth £19.5k or around R400k.
  • Entities associated with a non-executive director of PSG Konsult have bought shares worth over R440k.
  • I wasn’t quite sure whether to include this under dealings or dividends, so forgive me if you disagree with the classification. Three directors of Datatec elected the scrip dividend alternative with an aggregate value of R20.8 million. This means they received Datatec shares in lieu of a cash dividend. As this is a strong show of faith in the business, I included it here.

Unusual things

  • For once, there was no “weird” news!

If you enjoyed Ghost Bites, then make sure you’re on the mailing list for a daily dose of market insights in Ghost Mail. It’s free! SIGN UP HERE >>>

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

Marylou Greig
-
0
Who’s doing what in the African M&A space?

DealMakers AFRICA

Siseko Minerals, 51.7% held by London-listed Botswana Diamonds plc, has acquired a further 21% stake in the prospective Maibwe joint venture in Botswana, increasing its shareholding in the joint venture to 50%. In addition to the consideration payable of £27,215, Maibwe has agreed to pay a royalty to the liquidators of BCL Botswana of 2% from any future commercial development. Botswana Diamonds will fund its share of c. £13,600.

Multinational beverage alcohol company Diageo plc, headquartered in London, is to sell Guinness Cameroon S.A. to French beverage company Castel Group. In the £389 million deal, Castel will take over the production and distribution of Guinness in Cameroon under a licence and royalty agreement.

Agthia, the food and beverage company based in Abu Dhabi, is to acquire a 60% stake in Egyptian healthy snack and coffee manufacturer and retailer Auf Group. The deal is in line with Agthia’s strategy to focus on strengthening its portfolio and diversification into branded consumer goods.

Mainstream Renewable Power together with investment company Actis, are to dispose of Lekela Power (40%:60%), Africa’s largest pure-play renewable energy independent power producer seven years after they made the initially investment.  Infinity Group and Africa Finance Corporation will acquire the IPP in a deal said to be valued at c.US$1,5 billion.Lekela Power operates five wind assets in South Africa and one each in Egypt and Senegal.

Afentra plc via its Angolan subsidiary is to acquire a 4% interest in Block 3/05 and a 5.33% interest in Block 3/05A, offshore Angola. The deal follows the acquisition earlier this year of a 20% stake in Bloc 3/05 from Sonangol. The assets acquired from INA will be funded through the same debt and existing available funds as those being utilised for the Sonangol transaction.

Magma, an Egypt-based manufacturer of sportswear, has been acquired by Averroes Ventures, led by Magma’s chairman. Financial details were undisclosed.

In a cautionary announcement Pachin, the chemical industries company headquartered in Cairo, advised shareholders it had received a non-binding offer to acquire at least 51% of the company. 

Sudanese fintech startup Bloom has raised US$6,5 million in a seed round from investors who include Visa, Global Founders Capital, Goodwater Capital and VentureSouq amongst others. Bloom provides fee-free accounts for consumers to save in dollars and buy and spend in Sudanese pounds. The funds will be used to expand across the region into Ethiopia, Kenya, Rwanda, Tanzania and Zambia.

Enimiro, a Ugandan vertical supply chain partner, has received a US$515,000 investment from Pearl Capital Partners-managed Yield Uganda Investment Fund. The investment will be used to construct a new processing facility warehouse and to improve efficiencies, increase volume and improve product quality for both Vanilla and Arabica coffee. 

Stllr Network, the Egyptian outsourcing startup which puts businesses in touch with marketing professionals that provide a range of services, has closed a six-figure investment round from 500 Global and angel investors. The investment will be used for regional expansion and bolster talent.

Nigerian fintech startup Swipe has raised US$500,000 in pre-seed funding. The credit-focused tech company aims to expand access to its various credit services across Africa with its BNPL (Buy-Now-Pay-Later) product.

Smartprof, a Morocco-based educational tech startup, has secured US$50,000 in investment from UM6P Startgate and Plug and Play.

Zambian agribusiness company Zambeef is to receive US$35 million in investment from the International Finance Corporation to partly finance the expansion of its food production and processing capacities.

d.light, a manufacturer of clean energy products, has raised a further US$50 million from a consortium of lenders financing renewable energy projects in Africa. The investment is structured as a balance sheet debt facility with participation from Mirova SunFunder, Trade and Development Bank and Dutch entrepreneurial development bank FMO.

DealMakers AFRICA is the Continent’s M&A publication

www.dealmakersafrica.com

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

Marylou Greig
-
0
Who’s doing what this week in the South African M&A space?

Exchange Listed Companies 

SGT Solutions owned by African Equity Empowerment Investments (60%) and Ayo Technology Solutions (40%) has announced the acquisition of Italian Summer, a supplier of power management and backup solutions and products for commercial and industrial applications throughout Southern Africa. The R73,63 million deal will ultimately create a larger market share in the telecommunication sector through an increase value-add and access to new customers. 

Buka Investments (previously Imbalie Beauty) has made its first acquisition in its journey to become a premium fashion company. The cost of the acquisition of the Socrati Group for R140 million will be discharged by the issue of 70 million shares at R2 per Buka share.

A caveat to a R590 million loan agreement announced in May between Ascendis Health and Austell Pharmaceuticals is that if shareholders did not approve the R375 million sale of Ascendis Pharma to Pharma-Q and Imperial Pharma announced in February, it would trigger a default under the loan agreement if Ascendis did not then agree to sell the business to Austell at R410 million. Shareholders will be asked to vote on two transactions at the next shareholders meeting.

Industrial REIT has disposed of Rose Kiln Court in Reading, UK for a total consideration of £5,88 million. The sale price represents a 2.2% discount to its March 31, 2022, valuation of £6,02 million.

Cautionary notices to shareholders of Telkom and MTN disclosing the companies are in talks (once again), sent the share price of Telkom up 26% and MTN up 5% on the day. Details are yet to be announced but there has been a great deal of speculation on what structure a deal would take. The strategic asset in the Telkom portfolio is fibre – in November last year Vodacom entered a R13,2 billion deal with Remgro’s CIVH to combine their fibre assets.

Unlisted Companies

Private equity firm Legacy Africa Capital Partners has taken a 30% equity investment in Continuous Power Africa, a provider of power solution to the telecommunications industry in Africa. Funds will be used scale the business and accelerate growth.

Actis, a global investment firm focused on energy and infrastructure, together with Mainstream Renewable Power, is to dispose of Lekela Power (60%:40%:), Africa’s largest pure-play renewable energy independent power producer seven years after they made the initially investment. Infinity Group and Africa Finance Corporation will acquire the IPP in a deal said to be valued at c.US$1,5 billion. Lekela Power operates five wind assets in South Africa and one each in Egypt and Senegal.

Nexia SAB&T has acquired audit firm Kreston Johannesburg as its 10th office in South Africa and its second in Gauteng. 

DealMakers is SA’s M&A publication

www.dealmakerssouthafrica.com

Weekly corporate finance activity by SA exchange-listed companies

Marylou Greig
-
0
Weekly corporate finance activity by SA exchange-listed companies

The JSE’s suspension of Tongaat Hulett is, as it noted in the SENS announcement, not as a result of Tongaat’s July 15th request for a voluntary temporary suspension but rather based on its failure to publish timeously its provisional results as per the JSE Listing Requirements. Tongaat is working towards finalising its restructuring plan on which the publication of the provisional results depends.

The latest update on the investment by Ivanhoe Mines in local natural gas and helium producer Renergen reveals that the strategic investment involving the second subscription of shares has lapsed due to the non-fulfilment of conditions within the stipulated 120-day period. In March this year Ivanhoe’s initial investment gave it a 4.35% shareholding in Renergen which was to be increased to 25% after a subscription to a second tranche and 55% following a third tranche.

In February MC Mining announced it had entered into a subscription agreement with local resource investor Senosi Group Investment whereby the company would issue a total of up to 71,697,242 for R86 million. The funding would be undertaken in two tranches with the first tranche of 38,4 million shares, representing 19.9% stake in the company, for an aggregate of R46 million. The second tranche funding was conditional on shareholder approval which was not obtained and therefore the issue of an additional 33,3 million shares at R1.20 per share will no longer take place.

Datatec has issued 4,787,467 new company shares in terms of its scrip distribution alternative resulting in a capitalisation of distributable retained profits of R176,08 million. 

Naspers and Prosus continued with their open-ended share repurchase programmes. This week the companies announced that during the period 11th to 15th July 2022, a total of 5,155,610 Prosus shares were acquired for an aggregate €338,14 million and 659,095 Naspers shares for R1,68 billion.

British American Tobacco repurchased a further 960,000 shares this week for a total of £33,24 million. The purchased shares will be held in treasury with the number of shares permitted to be repurchased set at 229,400,000.

Three companies issued profit warnings. The companies were: Trencor, Kumba Iron Ore and Anglo American Platinum.

Nine companies this week issued or withdrew cautionary notices. The companies were: MTN, Telkom SA Soc, PSV, Tongaat Hulett, Huge Group, MTN Zakhele Futhi (RF), Astoria Investments, Ascendis Health and Nutritional Holdings.

DealMakers is SA’s M&A publication

www.dealmakerssouthafrica.com

Thorts: Navigating competition law compliance in dual distribution relationships

Neil Mackenzie and Hadassah Laing
-
0
Thorts: Navigating competition law compliance in dual distribution relationships

Competition law generally classifies relationships between firms as vertical (supplier and customer) or horizontal (competitors or potential competitors). The nature of the relationship has important implications for how the law applies.

In South Africa, arrangements between firms in vertical relationships are regulated by section 5 of the Competition Act. Aside from minimum resale price maintenance, which is prohibited outright, vertical arrangements are analysed under the so-called rule of reason. This analysis seeks to identify precisely the anti-competitive effects and pro-competitive gains arising from the arrangement, before determining, on balance, whether the arrangement should be prohibited. Because vertical arrangements generally have positive, neutral or mixed effects on competition, section 5 is invoked relatively infrequently.

Horizontal arrangements are governed by section 4 of the Competition Act and receive more aggressive treatment. There is virtually global consensus amongst competition enforcers that agreements between competitors pose significant risk to effective competition. Arrangements between competing firms that involve any form of price fixing, market allocation and/or collusive tendering are prohibited, and attract administrative penalties and criminal sanctions.

Dual distribution – where horizontal and vertical relationships meet

Because of the stark differences in the treatment of vertical and horizontal agreements, a hotly contested area of competition law enforcement is so-called dual distribution. This is a situation where a firm sells a product to its distributor, but also supplies the product to downstream customers directly, in competition with the distributor. As a result, the relationship between the supplier and distributor has both horizontal and vertical components.  

Consider, for example, the risk and complexity that arises where the agreement between supplier and distributor includes a territorial restriction reserving a particular territory for the supplier, and an adjacent territory for the distributor. Should this be considered an efficiency-enhancing vertical arrangement that promotes investment without the risk of free-riding, or is it automatically unlawful market allocation between competitors, in contravention of section 4(1)(b)(ii)? The answer depends on the specific facts in each case.

Recent case precedent – the importance of characterization

The importance of properly characterising the nature of the relationship as either vertical or horizontal, and the difficulties entailed in doing so, have been confronted in a number of South African cases. Most recently, in Aranda Textile Mills and Mzansi Blanket Supplies v Competition Commission, the Competition Appeal Court explained1:

There may be instances where a firm’s conduct will, on the face of it, fall within the ambit of section 4(1)(b), but their conduct will not be found to fall within the object of the [sic] section 4(1)(b) in which case no contravention will be established.

…the absence of a characterisation enquiry could well produce a false positive, meaning that a contravention is found when upon a proper analysis by way of characterisation the true object of s4(1)(b) will not be found. A characterisation enquiry into the conduct should be made… as this makes for a constitutionally compliant approach.

… characterisation is important as it ensures that competition law does not unnecessarily hamper or obstruct pro-competitive and genuine commercial transactions from occurring.

Statements like the aforementioned in case precedent improve legal certainty and provide firms some comfort that their efficiency-enhancing distribution arrangements will not necessarily be misconstrued as unlawful cartel conduct. However, this does not remove all of the risk associated with dual distribution structures. A critical aspect of proper compliance is the management of information exchanges between the supplier and distributor, to ensure that the economic relationship between them remains genuinely vertical.

Practical (draft) guidance from Europe

While there is no guidance on this issue in South African case law, the European Commission has recently published a draft amendment to its existing Guidelines on Vertical Restraints2, which provides helpful direction. In particular, the document specifies a number of specific types of information which, if exchanged in a dual distribution relationship, would be considered pro-competitive and thus defensible:

• Technical information, such as information relating to the registration, certification or handling of goods, or information that enables a party to adapt the goods to a customer’s requirements;

• Supply information, such as information relating to production, inventory, stocks, sales volumes and returns;

• Aggregated customer service information, including information relating to customer purchases, preferences and feedback;

• Prices at which the goods are sold by the supplier to the buyer;

• Certain resale price information, such as information relating to the supplier’s recommended or maximum resale prices and information relating to the prices at which the buyer resells the products, provided that such information exchange is not used to restrict the buyer’s ability to determine its sale price or to enforce a fixed or minimum sale price;

• Information relating to the marketing of the products, including information on new goods or services under the vertical agreement, as well as information on promotional campaigns for products; and

• Performance-related information, including aggregated information communicated by the supplier to the buyer relating to the marketing and sales activities of other buyers of goods or services, provided that this does not enable the buyer to identify the activities of particular competing buyers.

• Information relating to the volume or value of the buyer’s sales of goods or services relative to the buyer’s sales of competing goods or services.

By contrast, exchanges of the following information would give rise to the risk of the relationship appearing predominantly horizontal, and the exchange potentially falling foul of section 4:

• Information relating to the actual future prices at which the parties will sell goods or services downstream;

• Customer-specific sales data, including non-aggregated information on the value and volume of sales per customer, or information that identifies particular customers, unless in each case such information is necessary to enable a party to adapt the goods or services to a customer’s requirements or to provide guarantee or after-sales services or to allocate customers under an exclusive distribution agreement; and

• The exchange of information relating to goods sold by a buyer under its own brand name with a manufacturer of competing branded goods, unless the manufacturer is also the producer of the own-brand goods. It bears emphasis that the European Commission’s recent guidance is still in draft form for public comment. The final, amended guidelines will be of further interest and value.

Conclusion

Dual distribution remains a complex issue where a vigilant approach to compliance is essential. However, recent developments in South African case precedent, and practical guidance from other jurisdictions allow this area to be navigated with increasing confidence. More guidance in a South African context pertaining to the types of information sharing that result in pro-competitive gains or technological benefits outweighing the harm of competition, akin to the European Commission’s draft guideline, would be welcomed.

1 190/CAC/DEC20 (CAC) paras 78, 82 and 86.
2 OJ C 130, 19.5.2010, p. 1.

Neil Mackenzie is a Partner and Hadassah Laing a Candidate Attorney | Fasken (Johannesburg)

This article first appeared in DealMakers, SA’s quarterly M&A publication

DealMakers is SA’s M&A publication
www.dealmakerssouthafrica.com

Ghost Bites Vol 52 (22)

The Finance Ghost
-
0
Ghost Bites Vol 52 (22)

Corporate finance corner (M&A / capital raises)

  • Tsogo Sun Hotels has distributed the circular for the related party transactions announced in May and the proposed name change to Southern Sun Limited (which the group has already rebranded to), which would see the company trade under the ticker SSU. This will remove the confusion with Tsogo Sun Gaming. The important financial impact is clearly from the transactions, not the name change. In these deals, Tsogo Sun Hotels will acquire the Emnotweni Hotels from Tsogo Sun Gaming for R141.6 million and will agree to the termination of management agreements related to fifteen hotels owned by Tsogo Sun Gaming for a termination fee of R398.8 million. The net impact is an inflow for Tsogo Sun Hotels of R257 million and the acquisition of two hotels. If you would like to read the full circular, you’ll find it here.
  • ROX equity partners is hoping to acquire all the shares in SilverBridge for R2.00 per share. Both the offer circular and the response circular were made available on Wednesday. The announcement doesn’t give us the juicy bit: the independent board of SilverBridge believes that the offer is reasonable but unfair and thus no recommendation is made to shareholders to accept the offer. “Reasonable” is in relation to the share price history and “fair” is in relation to the value. In other words, ROX would be getting a great deal here. This is where it gets awkward: the directors who are also shareholders have already said that they will accept the offer, so they clearly see this as the best way to realise value for the shares. With the JSE recognised as a place where microcap valuation dreams go to die, who can blame them? You can use these links to read the offer circular and the response circular.
  • Vukile Property Fund is undertaking a debt capital markets roadshow, which means the company is speaking to institutional debt investors as part of a capital raise. There’s a very pretty and highly detailed presentation available that would be a worthwhile read for any investor in Vukile. You can find it at this link.

Financial updates

  • Nedbank has released a trading statement for the six months ended June. I’ve written many times before that these have been great times for South African banks, with the balance sheet growing and higher interest rates improving net interest margin. Sure enough, headline earnings per share (HEPS) for the period is expected to be between 23% and 28% higher, coming in at between 1,333 cents and 1,388 cents per share. Nedbank’s share price is up more than 17% this year.
  • ArcelorMittal South Africa has released a trading statement for the six months ended June. HEPS is expected to increase from R2.23 in the comparable period to between R2.61 and R2.81 in this period, an improvement of between 17% and 26%. The company managed to deliver in line with expectations and in same cases beyond them, despite an incredibly disruptive period including a labour strike, flooding and load shedding. Although the long-term investment case for steel remains intact, the group is preparing for tougher times as global economic growth slows down. The share price closed 16.7% higher based on this update. To give you an example of what a low multiple looks like for a cyclical business, the share price is just R6.57 and annualising the first half result (very dangerous in this business and only to show you the maths) gives a forward price/earnings multiple of 1.2x! The share price is down 36% this year.
  • Vivo Energy has confirmed the rand values of the scheme consideration and the special dividend. On 28th July, scheme consideration of R30.5842085 and a special dividend of R0.34172330 will be paid to shareholders. Those decimals become important when you have a big stake in this company that will shortly be disappearing from our market.

Operational updates

  • Metair Investments has released a voluntary update for the six months ended June. The company has been hugely impacted by the flooding in KZN as the automotive components business counts Toyota SA as a major client. This hit the second quarter and the reduced demand has carried over into the third quarter as well. An interim cash payment of R150 million has been received under a business interruption claim, which should be finalised in the second half of the year. The automotive business also services Ford and is investing in capex and working capital for the new model launch in the final quarter of the year. On the plus side, the energy storage vertical is performing well in Turkey (export volumes up 40%) but Rombat in Romania is down at least 10% due to lower consumer confidence from the conflict in Ukraine. It doesn’t do Metair any favours that Turkey is now a hyperinflationary economy, especially as that business is 31% of group turnover. As mitigating factors, 55% of turnover is directly linked to hard currencies (dollar or euro) and there are no restrictions on remittances of dividends from Turkey. Interim results will be released on approximately 14th September.
  • There’s definitely an increased sense of nervousness at Gemfields Group. The Montepuez Ruby Mining operation is in northern Mozambique which isn’t the most stable area around. An attack has taken place in the Muaja village area which is only 30kms away by road from the mine, clearly too close for comfort. A large number of people are relocating to the area where the mining operations are located. Operations are continuing “with increased vigilance” and hopefully security is being beefed up. The terrible attacks in the town of Palma took place in March last year and the Total gas operation is still on hold based on what I’ve read. This is worrying, yet the share price only fell 1% for the day.
  • Southern Palladium has released a drilling operations update for the Bengwenyama PGM project. The drilling programme is planned to commence in August 2022 and the host community has signed a term sheet for a framework and cooperation agreement. The agreement addresses a sensitive balance: the company’s need to undergo prospecting and mining activities on locally owned farms and the community’s right to live, farm and raise livestock on that land.

Share buybacks and dividends

  • British American Tobacco gave its usual daily update on share buybacks but Glencore was noticeably absent. I checked the last Glencore announcement and it didn’t say that the buybacks are finished. Perhaps someone just took a long lunch.

Notable shuffling of (expensive) chairs

  • Invicta has announced that Anthony Sinclair will be retiring with effect from 31 July 2023 and will then consult to the group. Gavin Pelser will retire with effect from 31 March 2023 and will subsequently help Invicta with offshore growth, particularly regarding Bearing Man Group China. Both directors have been with the group for many years.

Director dealings

  • Due to the unbundling by RECM and Calibre of 5,115,000 shares in Astoria, three directors of Astoria and their associated entities have received Astoria shares as they are also shareholders in RECM and Calibre.

Unusual things

  • It feels as though the unusual things section was built especially for Nutritional Holdings. For example, there’s currently a liquidation application underway by a former shareholder and director, which was postponed to “July 2022” – that’s now! It seems as though efforts are underway to stop it going to court, with a current shareholder now negotiating with that former shareholder to find a way to settle it amicably. If the application isn’t withdrawn, it goes to court this week. The soap opera continues.
  • I usually ignore any trades by the PIC. They often don’t make sense and especially not when viewed in aggregate. My understanding is that several different parties manage the PIC’s money, so they naturally have different viewpoints. Something I did find interesting is that the PIC has disposed of its entire stake in Premier Fishing and Brands. The company is part of the Sekunjalo group (Iqbal Surve). One can imagine some of the tricky discussions going on behind closed doors.

If you enjoyed Ghost Bites, then make sure you’re on the mailing list for a daily dose of market insights in Ghost Mail. It’s free! SIGN UP HERE >>>

Can Lawrence Stroll vanquish Aston Martin’s financial troubles?

Kreeti Panday
-
2
Can Lawrence Stroll vanquish Aston Martin’s financial troubles?

Lawrence Stroll made his money from Tommy Hilfiger and eventually the IPO of Michael Kors. Now living the billionaire lifestyle, he is the Executive Chairman of Aston Martin Lagonda. Can his magic touch with luxury goods translate into success for the iconic car brand? Ghost Grad Kreeti Panday takes a seat on plush leather and straps in for the ride.

Most luxury car companies have flirted with bankruptcy at some point along the way. Aston Martin is a repeat offender, having survived near-bankruptcy eight times: in 1924, 1925, 1932, 1947, 1974, 1981, 2007 and 2020! The most recent scare was the catalyst for Canadian billionaire Lawrence Stroll’s involvement. He became the company’s Executive Chairman in April 2020, thereby securing a seat in Formula 1 for his son Lance if nothing else.

Source: Aston Martin

It always helps when daddy is a billionaire.

The latest news is that Aston Martin Lagonda Global Holdings Plc (the current corporate form of this iconic brand) has announced plans to raise equity funding from the Saudi Arabian sovereign wealth fund. The Public Investment Fund (PIF) will invest £78 million in the company, giving the fund a 16.7% stake as well as two board seats. This would make the PIF the group’s second-largest shareholder.

The cars may be gorgeous but the share price certainly isn’t, so the PIF will be hoping for a better outcome from here:

The PIF is headed by Crown Prince, Deputy Prime Minister and Chairman of the Council for Economic and Development Affairs, HRH Prince Mohammad bin Salman bin Abdulaziz Al Saud. The fund currently has stakes in American electric vehicle manufacturer Lucid, as well as British luxury automotive manufacturer McLaren. It also owns shares in Disney, Uber and Boeing and took over English football club, Newcastle United last year.

The football deal gave the PIF an 80% stake in the football club and resulted in protests outside the club’s stadium against human rights issues in Saudi Arabia.

Is this a good time to bring up the fact that Aston Martin unveiled its first SUV, the DBX, in 2019 with the aim of marketing it to female buyers? I wonder if we’ll start seeing less of those adverts. Controversial perhaps, but this is the world we live in.

Source: Aston Martin

Aston Martin is raising equity funding so that it can “meaningfully de-leverage the balance sheet” and support long-term growth. The goal is to hit 10,000 wholesale units by 2024/2025, which would generate around £2 billion in revenue and £500 million in adjusted EBITDA. The firm hopes to be free cash flow positive from 2024 onwards.

The structure of the capital raise is a placement of £78 million to the PIF and a subsequent underwritten rights issue of £575 million. Yew Tree Overseas Limited holds 22% of the company and will take up its full entitlement (£105.3 million). Mercedes-Benz AG holds 11.7% and will also fully support the rights issue to the tune of £56 million. Both parties will dilute due to the PIF placement.

It’s worth highlighting that J.P. Morgan Securities and Barclays Bank will underwrite the rights issue up to £318 million, which excludes the shares being taken up by the three anchor investors.

This comes after the group rejected a proposed investment worth up to £1.3 billion from the Atlas Consortium, comprising Chinese group Geely (which owns brands including Volvo, Proton and Lotus) and Italian investment group InvestIndustrial, a previous owner of Aston Martin who sold out before the pandemic.

Aston Martin didn’t mince its words regarding the rejection of the proposal:

The Board of Aston Martin believes that the Proposal markedly overestimated the Company’s new equity capital requirements, would have been heavily dilutive for existing shareholders, and comprised a number of execution obstacles. Furthermore, the structure of the Proposal and the nature of its delivery are such that the Board of Aston Martin considered this an attempt by the Atlas Consortium to acquire a controlling and prospectively majority ownership position without any premium paid to existing shareholders.

Aston Martin press release 15 July 2022

In contrast, the PIF deal introduces a new strategic shareholder and reaffirms the commitment from the other two major investors in the company.

The company intends to use up to half of the proceeds to pay off debt, which as at the end of March 2022 amounted to £957 million. The reduced interest costs will hopefully improve the company’s cash flow generation. The proceeds are also expected to improve the company’s liquidity in the midst of a strenuous operating environment, given current Covid-19 lockdowns in China, the Russia-Ukraine war and continued supply chain issues.

The group also intends to use this capital to develop next-generation front-engine sports cars and furthering the company’s offering of their mid-size SUV model, the DBX, as well as its high margin mid-engine vehicles, such as its special edition Valhalla. Aston Martin is also planning for the launch of various electric and hybrid sports cars and SUVs, aiming for the launch of their first plug-in hybrid vehicle in 2024, their first battery electric vehicle in 2025 and a fully electric portfolio of GT / Sports and SUVs by 2030.

The announcement also gave an update on recent trade. Order intake for the DBX is more than 40% higher year-on-year and the GT / Sports cars are full sold out into 2023. Wholesale volumes in H1 were down due to supply chain disruptions (2,676 units vs. 2,901 in the comparable period). Despite this, guidance has been reaffirmed for over 6,600 wholesale units for full year 2022, which will be a huge achievement from this midpoint. If achieved, adjusted EBITDA margin would increase by 350 – 450 basis points.

After announcing a nasty loss in the first quarter, the market will closely examine the interim results due on 29th July.

If anyone can fix Aston Martin, it just might be Lawrence Stroll and the leadership team he has put in place that includes Amedeo Felisa, an ex-Ferrari executive. Stroll’s experience with super-luxury companies comes through strongly in this statement:

“We started by fixing the core fundamentals of the Company, successfully de-stocking the dealer network to rebalance supply to demand, optimising inventory levels aligned for an ultra-luxury business, and now benefit from the strongest order book we have seen in many years. We also signed a strategic co-operation agreement with Mercedes-Benz and have developed a breathtaking pipeline of products, starting with the DBX707 and V12 Vantage, all of which are aligned with our 40%+ contribution margin targets – a significant increase from the past.”

Lawrence Stroll, Aston Martin press release 15 July 2022

You can immediately see the important elements for success with luxury brands: demand in excess of supply and products that generate high margins. You also need a strong enough balance sheet to support that journey. This deal goes a long way towards achieving that.

Rand holding its breath on MPC and inflation number

TreasuryONE
-
0
Rand holding its breath on MPC and inflation number

The team from TreasuryONE looks ahead to the important rates decision this week, with an expectation of a 50 basis points hike by the MPC.

It would be an understatement to say that markets have been volatile in the past month. One of the most significant factors of the recent bout of market volatility has been the growth and inflation conundrum currently in the market. We have seen record inflation numbers globally, with Central Banks scrambling to fight inflation, which will invariably affect growth worldwide – so much so that there is a significant threat of a recession on the cards.

Yield curve inversion

A significant indicator of an impending recession is the 10-2 year treasury yield spread that inverted further after the US CPI number printed its highest result in 40 years. Markets ran to the US dollar following the US CPI release, and the EUR/USD traded below parity for the first time in 20 years as the market priced in a full percentage point interest rate hike at the next FOMC meeting later this month.

Markets, however, cooled as Fed officials played down such a hike over the weekend, with a report from the University of Michigan showing long-term inflation expectations are falling.

USD / EUR

In rand terms, we have seen the local unit still on the back foot, trading at a high of R17.30 after the release of US CPI. Still, with the US dollar slipping since the market opened yesterday, we have not seen the relief rally in the rand that other emerging market currencies enjoyed against the US dollar. The rand has failed to break below the R17.00 level after testing it numerous times, and we await the MPC decision on Thursday for any meaningful direction in the rand.

USD / ZAR

Speaking of the MPC, we expect a hike in interest rates of 50 basis points on Thursday, but that might change higher if the inflation number on Wednesday shows a significant increase from the previous month’s number. The MPC is caught between a rock and a hard place: with anaemic growth in South Africa, hiking too quickly will cause a recession. Still, with their overall mandate to curb inflation, they could be forced to hike aggressively in a low-growth environment.

On the international front, the ECB will announce their interest rate decision on Thursday, and the markets expect a 25 basis point hike. With inflation rampant in the Eurozone, we expect the rhetoric from the ECB to be relatively hawkish. However, with low growth, sustaining the hiking cycle in the Eurozone could be challenging, which could mean that the ECB will be well behind the curve in tackling inflation.

With all these market events towards the latter part of the week, the rand might be in for a volatile time with the MPC decision and the ECB decision happening almost simultaneously. We might see moves to both extremes depending on how the market perceives risky assets in the wake of the Central Bank rhetoric and forward guidance.

Have you watched the TreasuryONE webinar on the macroeconomic factors affecting the rand and the petrol price? Andre Cilliers (Currency Strategist at TreasuryONE) gave a great presentation on this topic last week and you can watch the recording here.

1...165166167...198Page 166 of 198

Focuses on making market news and investment concepts accessible, understandable and fun!

Ghost Mail is free to read

SUBSCRIBE TODAY

Partner with Ghost Mail

CONTACT US

© Ghost Mail

Verified by MonsterInsights