Wednesday, April 30, 2025
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Caxton: a deal-in-a-box

Caxton and CTP Publishers and Printers Limited (simply known as “Caxton” in the market) has announced a R90 million acquisition.

The company will buy the operations and properties of Amcor Cape Town Bag in Box and Pouching (that really is the name) and Amcor Port Elizabeth. These are part of the Amcor Flexibles South Africa business.

Transactions like these are quite complex to implement, as assets and operations are being carved out and sold as a going concern. This is far trickier than simply selling the shares in a company. I used to dread these kinds of deals in my advisory days!

The deal requires approval by the Competition Commission but is too small to require shareholder approval under JSE Listings Requirements. No competition-related issues are anticipated as the overlap with Caxton’s existing business is limited.

The deal is being done in Caxton’s subsidiary CTP Limited, which produces bag-in-a-box cartons for the wine industry. The strategic fit is that Amcor Cape Town produces bag-in-a-box bladders. The operations are located nearby each other as an added benefit, as you know that Capetonians think a 6km drive is a weekend excursion.

The Port Elizabeth operation services the automotive tyre industry with liners, so the operations have been located close to customers which makes perfect sense.

The Caxton group is expanding in the local packaging industry and is anticipating a solid bump to turnover from this acquisition alongside the organic growth being enjoyed in folding cartons and wet-glue beer label demand amongst other categories.

Right at the end of the announcement, Caxton reminds the market that it holds 34% in Mpact as a “prelude to an intended merger transaction” – watch this space. Caxton is already seeking competition approval before potentially making a move.

Renergen secures a strategic investor

It hasn’t been a secret: Renergen has needed to find a funding solution to fully develop the exciting Virginia Gas Project. Instead of a rights offer, Renergen has found a strategic investor.

Ivanhoe Mines (listed in Canada and with existing mining operations in South Africa) has become a 4.35% shareholder in Renergen at a 5% discount to the 30-day volume weighted average price (VWAP). That’s only part of the story.

There is a pathway for Ivanhoe to increase its shareholding to 25%, this time at a 10% discount to the 30-day VWAP. This option is open to Ivanhoe after the completion of a 120-day due diligence period that commences immediately.

That’s not all, folks.

If Ivanhoe goes ahead with the 25% deal, there is a further option to increase the shareholding to 55%. This would once again be at a 10% discount to the 30-day VWAP and the funds would be used to develop and up-scale the Virginia Gas Project. If that goes ahead, Ivanhoe will be entitle to appoint the majority of the members of the board.

This brings a North American investor onto the register and gives Renergen access to significant capital for the phase 2 development.

The initial tranche raises an equivalent of just over R200 million. The final tranche is much bigger of course, up to USD250 million (the currency is really important here).

Ivanhoe is currently focused on the strategic minerals needed for the electric phase of our energy evolution. These include copper, nickel and platinum group metals. Helium will now be added to the mix.

As part of the deal, Ivanhoe’s platinum subsidiary has the sole right to negotiate to be the offtaker for the power generated by the gas and solar hybrid power facility anticipated during Phase II of the Virginia Gas Project.

The initial subscription for a 4.35% stake did not require shareholder approval. The subsequent transactions do, so Renergen is preparing a circular that will be sent out in due course.

The share price rallied 4.4% in response to the news.

Record auction results for Gemfields

It’s amazing how momentum works for and against companies. When times are good, the happy news just seems to keep on coming. Conversely, when times are bad, it seems like every SENS announcement is another reason to grab the tissue box.

Gemfields is firmly in the former category, with an exceptional rebound after Covid and a core business that seems to be doing very well.

In more good news, another record auction has been achieved for emeralds from the Kagem mine in Zambia. Gemfields owns 75% of this mine and the other 25% is held by the Industrial Development Corporation of Zambia.

Of the 32 lots offered, all 32 were sold. This raised auction revenues of USD42.3 million. The previous high was USD23.1 million achieving in the auction in August 2021.

Encouragingly, the average price per carat of USD9.37 was also a record, so there is a strong underpin of price and volume.

There were 56 companies placing bids in this auction, almost double the level seen around two years ago just before the pandemic hit.

Since July 2009, 40 auctions of Kagem gemstones have generated USD792 million in total revenues.

The Gemfields share price is up more than 20% this year and has increased by a huge 150% in the past year. Over 5 years, the share is down 9.5%. It makes for quite a share price chart.

Sibanye: highly presentable

One of the things I really like about Sibanye-Stillwater is that the company keeps investors informed about the operations and the strategy. There are regular, detailed presentations made available to investors.

There are two presentations that have been made available in the past week. Sibanye attended the Bank of America Sun City Conference and us plebs who didn’t crack an invite can at least read the presentations.

You’ll find a useful presentation here (company overview) and the Sun City Conference presentation here (SA PGM operations) if you want to read the entire things.

In this article, I’ll pull out some of the most interesting facts about the company.

The company categorises its operations into SA Platinum Group Metals (PGM), US PGM, SA Gold, Battery Metals and Circular Economy Operations (tailings operations like the controlling stake in DRDGOLD). The acquisition strategy is focused on battery or green metals, like lithium and nickel, as part of preparing Sibanye for future demand.

Sibanye has made a name for itself through risky but ultimately highly rewarding acquisitions. When nobody wanted to touch platinum businesses a few years ago, Sibanye ran around mopping them up. R44.4 billion was invested over a three-year period. Net of capex, the cumulative adjusted EBITDA contribution from the investments is R90.1 billion. The payback on investment is thus just over 2x in a matter of a few years. Lonmin is particularly incredible, with a 6x payback achieved over just two years.

Capital allocation is the name of the game in this industry (as it should be in all industries). Off the back of record profits, Sibanye reduced and refinanced debt to reduce the interest burden. In 2021, Sibanye bought back 5% of shares in issue and the dividend yield was 9.8%.

The Sun City Conference focused on the PGM operations, perhaps because the resort sits at the heart of the local industry near Rustenburg. We’ve already discussed that Sibanye achieved great payback returns on recent acquisitions. If you focus on just the SA PGM operations, the total investment was R18.2 billion and the payback is 4.96x since 2016.

The focus in mining (once capital has been allocated) is to move down the cost curve. For various reasons, different platinum mines have different cash costs to get the platinum (and related metals) out of the ground. Here’s the chart from the presentation to give you some idea of how this works:

Another important chart is planned capital expenditure, which is expected to decrease in the PGM business over the next decade:

I’ve pulled one more chart to increase your curiosity about this industry. Salaries and wages are 43% of operating costs, which is why Sibanye (and other mines) are so sensitive to wage demands in the industry:

If you want to learn more about the company and the sector, I highly recommend flicking through the presentations that I gave you the links to earlier.

Disclaimer: the author holds shares in Sibanye-Stillwater

Renergen: Balrogs and Pancake Swaps

Renergen has released a quarterly activities report that covers the three months to February 2022. Aside from lots of excitement around the core operations and the introduction of new investors, there are some rather memorable names for the wells and the exchanges on which the helium tokens will trade.

Much of the newsflow was in March, which strictly speaking falls outside of this reporting period. Nonetheless, the Renergen report highlights the capital investment transactions along with other updates.

I’ve previously written in InceConnect on the Ivanhoe Mines transaction and the 10% investment in Tetra4 (the holding company for the Virginia Gas projects) by the Central Energy Fund (CEF). Follow the links to read about them in detail.

The report also highlights an offtake agreement with Italtile for liquefied natural gas (LNG). This is a source of low-carbon fuel for the production process of ceramics, which uses considerable amounts of thermal energy. The benefit for Italtile is that the company can forecast its energy inputs with less exposure to volatile commodity markets. The benefit for Renergen is obvious: the sale of LNG to an industrial customer in a strategy to displace liquefied petroleum gas (LPG).

The attractiveness of LNG as an energy source contributed to the decision by Ivanhoe Mines to invest in Renergen. Other than the investment option to take this to a controlling stake, the deal includes the right for Ivanhoe to use Renergen’s LNG to power its platinum operations in South Africa in a strategy to take the mine off-grid using clean energy.

Moving on to the Virginia Gas Plant, all process plant modules have arrived and are positioned onsite. Electrical terminations and utility connections are in the final stages of completion and the civil construction of roads and buildings is ongoing.

The most prospective Virginia Exploration Rights have been submitted for renewal to the regulator. The three least prospective rights have not been renewed as this is a costly exercise. Instead, a Technical Cooperation Permit has been lodged over the area to ensure maintenance of mineral tenure.

Two new wells at the Virginia project have struck gas. In a nod to geeks everywhere, the latest wells are named Frodo and Balrog (after Lord of the Rings characters), following on from wells R2D2 and C3PO (Star Wars). Beyond the unusual naming convention, the important news is that the latest wells were sited using new techniques and Renergen seems to be happy with the outcomes of the technology.

Finally, the introduction of helium tokens to create a spot market for the gas is well underway. The subscription service online went live and listings on exchanges have been confirmed for April. The odd names for the wells are surpassed only by the name of one of the crypto exchanges for the tokens: Pancake Swap.

There’s never a dull moment at Renergen.

EOH back in the green but needs R750 million

EOH climbed 9.4% to R5.80 per share after a trading statement for the six months to January 2022 was released, along with an update on the disposal of Sybrin.

In a significant milestone, EOH achieved a positive operating profit and HEPS number. If you know where the company has come from, you’ll know how big a deal that is.

Profit margins have increased at gross profit and adjusted EBITDA level.

HEPS for this interim period is expected to be between 38 and 44 cents per share. That’s a strong result vs. a headline loss per share of 36 cents in the comparable period.

The group had a cash balance on 31 January 2022 of R625 million as well as undrawn overdraft facilities of R250 million. Of that cash balance, R85 million is restricted and R116 million is in entities held for sale.

The Sybrin disposal has met all conditions precedent and the final pricing for the deal is an EV/EBITDA multiple of 6x. Once the proceeds are received, the group would’ve repaid R360 million of debt since 31 January 2022.

The bridge facility repayable in October 2022 stands at R1.2 billion. The sale of the last-remaining IP division will raise R417 million gross of transaction fees. This still leaves a significant amount of debt that needs to be settle and there aren’t many ways left to do it, with an equity capital raise clearly one of the possibilities here.

The market cap is R1 billion and the immediate debt problem is around R750 million, so the worries aren’t over yet for shareholders.

Unlock the Stock: Bell Equipment

Unlock the Stock is a platform designed to let retail investors experience life as a sell-side analyst. Companies do a presentation and then we open the floor to an interactive Q&A session, facilitated by the hosts.

I co-host these events with Mark Tobin, a highly experienced markets analyst who combines an Irish accent with deep knowledge in the Australian market (I know, right?) and the team from Keyter Rech Investor Solutions.

You can find all the previous events on the YouTube channel at this link.

Bell Equipment joined us on 31 March 2022 to discuss the business and its prospects after headlines about its shareholders had dominated the headlines for many months. With the buyout by the family off the table (for now at least), the market should be focusing on the underlying business.

Sit back, relax and enjoy this video recording of our session with Bell Equipment:

Irongate: playing hard-to-get worked

Irongate Group has entered into a scheme implementation agreement with Charter Hall PGGM Industrial Partnership No.2 (just rolls off the tongue, doesn’t it?) through which Charter Hall would acquire 100% of the units in the two Irongate property funds.

In simple terms, there’s a buyout offer on the table and Irongate likes it.

Irongate shareholders would receive AUD1.90 per stapled security (i.e. share – but legally a different structure) under this deal. Shareholders are entitled to receive Irongate distributions for the period ended 31 March up to 4.67 AUD cents per share.

The board of Irongate is unanimous in its recommendation that Irongate shareholders should vote in favour of the schemes, as the terms are fair and reasonable in the view of the board. An independent expert still needs to provide an opinion on this.

The offer price is a 21% premium to the closing price on 28 January 2022, the day before the announcement. It is 11.8% higher than the net tangible assets per share and is also 10.5% higher than the highest of the previous non-binding indicative offers received by Irongate. The board seems to have done a great job in getting a better deal for shareholders.

As part of assessing the offer, Irongate undertook external valuations for 34 of its properties, representing 92% of the total properties in the portfolio. These unaudited valuations are expected to take the net tangible asset value per share to AUD1.70.

An independent expert opinion will be obtained and a circular sent to shareholders in due course.

Famous Brands goes (almost) vegan

Famous Brands is on the acquisition trail again. Sometimes this works rather well and other times it becomes a complete disaster, like the small mistake of Wakaberry (remember that?) and the very large mistake of Gourmet Burger Kitchen.

The company (and especially shareholders) will hope that a plant-based lifestyle will be kinder to Famous Brands than hyped-up frozen yoghurt or burgers in faraway lands. The company has acquired 51% of Lexi’s Healthy Eatery, a full-service restaurant business offering a plant-based experience across breakfast, lunch and dinner. Lexi’s described itself as being a mostly vegan, whole-food restaurant.

Lexi’s includes a central kitchen which develops and produces meals for the restaurants and retails a limited convenience range to supermarkets. This is the wholesale part of the business, which is similar to the Famous Brands business model.

There’s a very important point here: full-service restaurants aren’t as easy to scale as take-away formats. Just consider the likes of Steers vs. tashas, with the latter moving out of the Famous Brands group in 2020 after the parties acknowledged that there wasn’t a strategic fit. Famous Brands has done very well out of take-away formats but scaling the Signature Brands division isn’t so easy.

Notably, the announcement puts forward a view that the brand can be expanded into a quick-service restaurant format. If Famous Brands can get this right, it might prove to be a successful acquisition. After all, this acquisition is firmly on-trend as consumer tastes have shifted significantly towards plant-based eating.

There are only four restaurants in the group, of which one is franchised. Clearly, these are early days for the Lexi’s brand. The deal is for the franchise and central kitchen operations, so I interpret that to mean that the three company-owned restaurants are excluded from the deal.

To be fair, RocoMamas was also in its infancy when Spur Corporation acquired it. That has been a spectacular acquisition, with a national rollout of a format that has resonated with customers.

This is an interesting deal and I’ll watch with interest to see whether Lexi’s can be successfully scaled.

Nampak has a wobbly

The market dished out a slap to Nampak that even Will Smith would be proud of. The share price closed nearly 7% down after releasing a voluntary trading update for the five months to the end of February 2022.

It’s not obvious why the share price took pain yesterday until you read through the entire announcement.

The announcement starts out by noting strong demand for products, with volume growth for beverage cans driving revenue growth of over 20% vs. the corresponding period in the prior year.

The metals business is where the demand for beverage cans was enjoyed, with aluminium price increases driving higher selling prices as well. The increases were passed through to customers using contractual pass-through mechanisms. The metals business also benefitted from a strong result in Nigeria, a better result in Angola albeit off a low base and a really good second quarter in the DivFood business with fish can sales as a particular highlight.

The plastics division delivered an outcome that you won’t read every day: the performance in the Zimbabwe operations was stronger than in South Africa!

Interestingly, Zimbabwe was also a source of happiness in the paper division, along with improved volumes in Zambia and Malawi. In this division, revenue and trading profit were “significantly” up which shareholders will be pleased to hear.

Despite the input cost pressures that are a feature of the current business landscape, operating profit also increased. Importantly, so did EBITDA for covenants, as Nampak has been on a road to balance sheet recovery for some time now. Nampak complied with funding covenants for the three months ended December 2021.

The first sign of any trouble is in the section dealing with cash repatriation. Transfers from Angola were fine but foreign currency availability in Nigeria has slowed. It’s really important for Nampak to be able to get the cash out from Africa, so I suspect this is what spooked the market.

The balance sheet risks are exacerbated by the need for higher working capital requirements. Supply chain pressures are driving higher investment in inventories to ensure supply of raw materials.

The company is also struggling to sell the non-core assets due to current market conditions. Again, this isn’t great news for the balance sheet.

Of the R1 billion non-recourse trade finance facility, around R400 million has been utilised. R206 million of that number was used to permanently reduce the group’s banking debt. Nampak is also trying hard to limit the working capital investment by negotiating with both debtors and creditors. The idea is to get paid faster by debtors and to take longer to pay creditors.

Nampak is required to reduce net interest-bearing debt by R1 billion by 30 September 2022. The funders will assess the situation on 30 June 2022. The pressure on working capital and the lack of success in selling non-core assets makes shareholders worry about the risk of an equity capital raise to settle the debt.

The earnings story looks promising, but Nampak needs to convert assets and profits into cash and only has a few months left to do so.

Nampak’s share price chart is fascinating. It is up over 25% in the past 12 months but the latest sell-off means that the year-to-date performance is flat.

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