Blog - Ghost Mail

Ghost Bites (Accelerate Property Fund | Alexforbes | Equites Property Fund | Fairvest | Hyprop | Lighthouse Properties | Nutun | Remgro | Standard Bank | Tharisa)

Ghost Bites

2 December 2025

Ghost Bites (Accelerate Property Fund | Alexforbes | Equites Property Fund | Fairvest | Hyprop | Lighthouse Properties | Nutun | Remgro | Standard Bank | Tharisa)

Huge progress was made at Accelerate Property Fund in the past year (JSE: APF)

The question now is around how much the gap to NAV can still close

Accelerate Property Fund has been a fun (and profitable) turnaround story to follow. The macro tailwinds have done wonders for them here, giving us an important example of why turnarounds are a much better idea for investors when the broader economy is playing ball. If you need to run into a headwind, you’d better pick a strong athlete. If the property sector is enjoying gusts of wind from behind, then anyone with working legs has a chance.

Accelerate’s vacancy rate has improved from 21.7% in September 2024 to 15.1% in September 2025, a strong performance over the past 12 months. Much of the good news is obviously at Fourways Mall, with this white elephant slowly becoming a pachyderm of the grey and economically-useful variety.

The disposal of Portside is expected to take place by the end of December 2025. There are a few other property disposals also expected to close in January 2026. In total, these disposals will reduce debt by R719.1 million, with the disposal of Portside having been the ultimate get-out-of-jail card for Accelerate’s balance sheet.

When these disposals are concluded, there will be a further decrease in the vacancy rate to 10.3%. The loan-to-value ratio is expected to be 41.8%, a far more palatable number.

The net asset value per share is R1.86. The share price is currently R0.57, having picked up nicely from the recent rights offer price of R0.40 per share. I’m personally hoping for the stock to get to around 50% of NAV, at which point I’ll probably take profit on this position. So far, so good.

Alexforbes delivers 9% dividend growth (JSE: AFH)

The financials aren’t the simplest to read

It’s always frustrating when a set of numbers is crawling with normalisation adjustments and all kinds of other confusions. Inevitably, the market then skips ahead to the dividend to see what the cash growth was. In this case, Alexforbes reported interim dividend growth of 9% – a far cry from “normalised HEPS” growth of 41%.

Operating income was up 9% with a decent performance across the segments. Expense growth was only 3% if you’re willing to adjust for various distortions related to long-term incentive plans and leases. If you include those items, expenses were up 10%. Normalised profit from operations was up 18%, while profit without the adjustments was actually down 1%. Sigh.

Corporate is still the biggest segment, contributing R958 million of the R2.3 billion in total operating income. With growth of 5% in this period, it was a solid underpin to the numbers that was driven by growth in the retirements business.

The Investments segment is next up at R768 million, with growth of 16% suggesting that it might not be in second place forever. Closing assets under management and administration increased by 23% and blended margins were only slightly lower, so that’s looking good for this business.

The Retail segment grew operating income by 10%, while “Growth Markets” (their name for operations in certain African and other countries) delivered 6%.

There’s plenty of corporate gumph in the narrative and not much in the way of hard targets to hang your hat on. There’s an outside chance that the 5.5% drop in the share price on the day was purely from exhaustion in trying to find useful nuggets of information amongst the flowery language in the report. Absolutely nobody wants to read about “navigating the waters ahead” – just give us an outlook statement that includes some numbers!

Equites brings us the first “unhealthy” REIT capital raise of the cycle (JSE: EQU)

Blank cheque capital raises with no details are signs of trouble

After market close on Monday, Equites Property Fund announced an accelerated bookbuild process. This is a way for companies to raise money quickly from institutional investors.

How much, you ask? No idea.

Why do they need the money? No idea.

It’s just: “Hi everyone! We would like some money. Thanks. Kisses.”

This is proper frothy-market stuff. This approach would get laughed out the door during a weak point in the cycle, but the property market has been on a charge. As I’ve written throughout the cycle, the time to get worried is when the capital raises with a non-existent rationale start happening. This is strike 1.

Earlier in the day, Equites provided a trading update to at least give the bookrunner something to talk about when phoning institutional investors. They are on track for their full-year guidance of 140 cents – 143 cents per share, so that’s encouraging.

In terms of corporate news in the trading update, they highlighted a few local development highlights and leases. They also gave an update on the exit from investments in the UK, where they haven’t managed to sell the assets as quickly as they had hoped.

Do they need money because they have development plans in South Africa that they were hoping to fund with UK exit proceeds that haven’t materialised timeously? In the absence of any other explanation, it sure seems that way.

Fairvest’s B shareholders enjoy double-digit returns (JSE: FTA | JSE: FTB)

And more of the same is expected in 2026

Fairvest has released results for the year ended September 2025. You would be forgiven for getting confused, as the headline for the announcement incorrectly talks about the six months to September instead of a year. Then again, the announcement also talks about the “propsects” for FY26, which is perhaps a new kind of bug. The proofreading was certainly very buggy.

The numbers in the announcement are hopefully correct, with the property fund achieving revenue growth of 7.1% and like-for-like net property income growth of 5.8%. They delivered dividend growth of 3.1% to the risk-averse holders of Fairvest A shares who get the lesser of 5% or a CPI-linked return. This leaves plenty of meat on the bone for the Fairvest B shareholders who get the residual profits, with growth in their dividend of 11.2%.

Looking ahead to 2026, the fund expects the B shareholders to enjoy growth of between 9% and 11%. At the mid-point of guidance, that’s another year of double-digit returns to investors. When times are good in the property sector, you would far rather be holding Fairvest B shares than Fairvest A shares:

Hyprop is on track for FY26 guidance (JSE: HYP)

Growth in total footcount shows that quality malls do well in an omnichannel environment

Hyprop released an operational update for the four months to October. The most important news for shareholders is that the group is on track to achieve the targeted growth in distributable income per share of 10% to 12% for the year ending June 2026.

The fund is well known for owning high quality malls, like Canal Walk in Cape Town. They also aren’t shy to dispose of assets from time to time, as evidenced by the disposal of 50% in Hyde Park Corner (one of the most upmarket malls in Gauteng) for R805 million. They note that they are at advanced stages in concluding another disposal. It will be interesting to see what they are up to.

These malls are proving to be resilient in an omnichannel environment, with the South African portfolio enjoying growth in footfall of 1.9%. With 43% of the portfolio value in Gauteng and 57% in the Western Cape, Hyprop is focused on attracting shoppers in the country’s economic capitals. The strategy is working, with tenants achieving turnover growth of 5.3% and trading density growth of 8.5%. These strong metrics helped drive vacancies down from 4.2% in June 2025 to 3.2% in October 2025. They are also achieving significant positive reversions.

Here’s an incredible statistic on the power of a Checkers FreshX store: since the store opened in Hyde Park, the centre has experienced growth in footcount that included 12% year-on-year growth in October 2024! These tenants aren’t known as “anchor tenants” for nothing.

Hyprop also has exposure to Eastern Europe, with four premier retail centres. They literally have a 0.0% vacancy rate, which is incredible. Tenants enjoyed turnover growth of 2.9% and trading density growth of 3.1%, although footcount is under pressure in that region.

The balance sheet is in good shape – not least of all thanks to the capital raise of R808 million that ended up being used for debt repayments rather than a deal for MAS (JSE: MSP) – with the loan-to-value ratio increasing slightly from 33.6% in June 2025 to 34.3% in October 2025. Borrowings costs are coming down in the current environment.

It all looks good for Hyprop, with the share price up more than 20% year-to-date.

Lighthouse Properties raises guidance (JSE: LTE)

They are also looking ahead to a strong 2026

Lighthouse Properties has delivered a pre-close update dealing with the period ending December 2025. The good news is that distribution guidance for 2025 has been revised upwards from 2.70 EUR cents to 2.75 EUR cents. That might not sound like much, but it’s the difference between 5% growth and 7% growth, with the latter providing a particularly appealing premium above inflation (and thus real growth).

They’ve been busy with acquisitions this year, with net property income for the nine months to September up by a whopping 63.4%. Remember that the distribution on a per-share basis is what really counts, so don’t extrapolate something like growth in total revenue. The pie may be getting bigger, but you need to also consider how many pieces it gets cut into.

On a like-for-like basis, net property income grew by 5.3%. This is a more sensible metric to look at. Footfall was up 2.8%, with France as the surprising highlight at 3.9%.

The focus now is on sweating the assets they already have, which means bedding down the acquisitions and looking for further areas of improvement. Although the vacancy rate has increased from 2.0% to 2.6%, this is because of planned vacancies to accommodate new key tenants. They expect vacancies to drop below 2% in 2026 once leases with incoming tenants are finalised. Speaking of leases, positive reversions are a meaty 4.4% excluding regional indexation (inflation increases), so that’s really strong.

With solid performance across Spain, Portugal and France, Lighthouse expects to deliver a strong 2026. Increasing the guidance for 2025 certainly sends a message!

Can Nutun return to profits going forwards? (JSE: NTU)

2025 was another loss-making year, with the group promising that they now have a foundation for growth

Nutun is the charred remains of what was once a highly successful group: Transaction Capital. With WeBuyCars (JSE: WBC) having been cut loose from that mess and all of the Mobalyz Group (SA Taxi) legacy obligations now sorted out by Nutun, all that is left in Nutun is a business process outsourcing group with local and international operations.

You would be forgiven for hoping that Nutun is therefore a profitable business, safely protected from the braai coals by a tinfoil wrap. Alas, it hasn’t been quite that simple. The group just reported a continuing core loss of R45 million for the year ended September 2025, which is at least only half as bad as the loss of R92 million in the comparable period.

The legacy restructuring costs are all behind them now. They’ve got no more exposure to anything to do with Mobalyz, having now created a single point of funding into the South African business with a common security pool across all funders.

In other words, if 2026 is another loss-making year, then it will be a disaster. Management is bullish about growing off the 2025 foundation. With the share price down 62% year-to-date, I would certainly hope so.

Remgro wants more of Mediclinic’s SA business (JSE: REM)

While MSC, Remgro’s co-shareholders in Mediclinic, want Switerland

You may recall that Remgro partnered with MSC Mediterranean Shipping Company to take Mediclinic private. This was less to do with putting hospitals on cruise ships and more to do with two wealthy families coming together to acquire the Mediclinic group.

As time has gone on, it seems that Remgro’s partners prefer Swiss exposure to South African exposure. The parties are therefore negotiating a deal that would see Remgro take full ownership of Mediclinic Southern Africa, while the partners would then take full ownership of Hirslanden (the Swiss business). The parties would retain their current joint interests in the Middle East and in Spire Healthcare Group.

To keep things simple and thanks to relatively similar net asset values across the two geographies, they are looking at a straight swap. This would be based on EV/EBITDA multiples of 6.3x for Mediclinic Southern Africa and 9.4x for Hirslanden. The Swiss business would always carry a higher multiple because of the structurally different cost of capital across the two regions.

This is only a cautionary announcement, so there’s no guarantee of the deal proceeding on these terms (or on any terms for that matter).

Standard Bank reaffirms full-year guidance (JSE: SBK)

A 10-month update shows consistent performance this year

In an update for the 10 months to 31 October, Standard Bank noted that performance trends are in line with the first 6 months of the year.

Banking revenue is up by mid-to-high single digits despite lower average interest rates putting some pressure on endowment income. This is too complicated a concept to try explain in one sentence, but I’ll try anyway. It refers to the bank lending out its equity with no associated funding cost, so a drop in interest rates means they earn less on their equity. The thing to remember is that when rates fall, banks experience pressure on their pricing and hence they make less money. To make up for it, they need higher volumes of loans and overall activity. This activity came through in book growth, investment banking deal origination and the non-interest revenue line.

Revenue growth was ahead of cost growth, so margins are trending in the right direction.

The credit loss ratio was in the middle of the through-the-cycle range of 70 to 100 basis points. That’s better than we saw at the halfway mark when it was up at 93 basis points.

Finally, the Insurance and Asset Management business enjoyed a strong performance across life and short-term insurance. It really has been a bumper year for the short-term insurance industry in general.

The reaffirmed outlook for the year ending December 2025 is revenue growth of mid-to-high single digits, a flat or better cost-to-income ratio vs. the prior period and group return on equity (ROE) in the target range of 17% to 20%.

In terms of medium-term targets, a capital markets day scheduled for March 2026 will give the market plenty of detail behind the 2028 targets of HEPS growth of 8% to 12% and ROE of between 18% and 22%.

Tharisa’s SARS victory saved the 2025 numbers (JSE: THA)

The core mining metrics, like production, are down

Tharisa released results for the year ended September 2025. They require a more careful read than usual, as there’s a significant adjustment that needs to be dealt with first.

Tharisa has been in a serious fight with SARS around the calculation of royalty payments for the 2018 to 2021 year of assessment. Tharisa won an important victory in the Tax Court and SARS was set to appeal, but then the parties managed to negotiate a deal where Tharisa wouldn’t pursue costs and SARS wouldn’t appeal. Instead, SARS is now accepting the mining royalty calculations submitted by Tharisa.

Why is this so important? Here’s why:

Tharisa has reversed the provision this year, giving a $67.3 million boost to the financials in the cost of sales line. Despite this, EBITDA was only up 5.5% to $187 million. Profit before tax was flat at $117 million. You can quickly see how rough these numbers would’ve been without this adjustment!

The reason for the disappointing overall performance is that revenue dropped by 16.4%. The PGM business wasn’t the problem, with the favourable pricing environment boosting segmental revenue from $154.5 million to $191.9 million despite a 4.7% decrease in production. Chrome was the issue, with revenue dropping sharply from $491.3 million to $393.3 million as chrome prices fell by 11% and production dropped by 8.2%. When your biggest segment takes a knock like that, it’s rather nasty.

Although HEPS is only down by 2.1%, the better reflection of the difficult chrome environment can be found in the 33% drop in the dividend for the year. Whenever you see a significant divergence between HEPS and the dividend, you need to go digging. In this case, it’s because of the reversal of the SARS provision.

Nibbles:

Director dealings:
- Acting through Titan Premier Investments, Christo Wiese bought R14.9 million worth of shares in Brait (JSE: BAT).
- A non-executive director of Blu Label Unlimited (JSE: BLU) bought shares worth nearly R1.5 million.
- An associate of a director of South Ocean Holdings (JSE: SOH) bought shares worth R265k.
- A director of Finbond (JSE: FGL) bought shares worth R120k and an associate of the same director bought shares worth R100k.
- An associate of a non-executive director of Spear REIT (JSE: SEA) bought shares worth R152k.
- An employee of the designated advisor of website-less Visual International (JSE: VIS) sold shares worth R10k.

On a day this busy, some of the less liquid stocks simply have to drop into the Nibbles. One such stock is Primeserv (JSE: PMV), where results for the six months to September indicate revenue growth of 5% and a juicy increase in HEPS of 16%. The interim dividend is up 17%. This strong performance despite modest revenue growth was largely thanks to cost control.

Thungela (JSE: TGA) has announced the disposal of Goedehoop North for a theoretical maximum of R700 million, although the minimum payment is much lower than that. R50 million in cash is payable initially and the remaining R650 million will be structured as quarterly instalments based on various milestones. The minimum total deferred payment is only R60 million though, so it shows you how much variability there is in that number. Mining operations are expected to cease in 2025 and the net loss before tax for the six months to June was R111 million, so the theory behind this deal is that the infrastructure is far more useful to the buyer than it is to Thungela.

In July 2025, South32 (JSE: S32) announced the sale of Cerro Matoso, a ferronickel operation located in Colombia. The deal was structured as a nominal initial payment and future cash payments of up to $100 million, although achieving that number would require a considerable improvement in the nickel market. The latest announcement is that the transaction has been successfully completed.

SA Corporate Real Estate (JSE: SAC) announced that the acquisition of the Parks Lifestyle Apartments at Riversands has met all conditions and has a deal closing date of 1 December.

Hosken Consolidated Investments (JSE: HCI) announced that the JSE has granted the company a dispensation from the 60-day rule to dispatch a circular to shareholders for the transaction with B-BBEE partner SACTWU. It will be distributed to shareholders as soon as the circular has been approved by the JSE, with no further update given around timing.

There’s a change in the CFO role at Pick n Pay (JSE: PIK). Lerena Olivier will step down in August 2026 after the 2026 AGM, having been in the role since 2019 (and with the group since 2011). She will be moving into a strategic role overseeing priority projects related to the turnaround. Tina Rookledge will take the CFO role after the AGM next year, joining the retailer from her current role as Regional Managing Partner of the EY Western Cape practice.

Castleview (JSE: CVW), a large property fund with practically zero trade in its stock, released results for the six months to September 2025. The distribution per share increased by 21.8% and the net asset value per share is up 13.4%. The loan-to-value ratio, net of cash, is 45.5%. Much of the recent activity has involved an increase in the stake in SA Corporate Real Estate (JSE: SAC) to 24.93%.

Africa Bitcoin Corporation (JSE: BAC) continues to add international trading opportunities for its stock. The company is now trading on the Börse Frankfurt Quotation Board. This doesn’t mean that new shares have been issued or that any capital has been raised. It just means that there’s an additional venue for the trading of shares. They are clearly trying to attract a global audience.

Guess what? There’s yet another delay to the payment of funds by Gathoni Muchai Investments Limited (GMI) to Shuka Minerals (JSE: SKA). I can only imagine what the tone on the deal calls must be like by this stage. A promise made by a toddler about not touching an ice cream is more dependable than anything GMI says about the timing of cash flow, so I wouldn’t put much faith in that latest timing update regarding the balance of the £2 million loan facility being paid by mid-December. Remember, the final payment for the acquisition of Leopard Exploration and Mining is due by the end of December.

As part of its exit from the JSE, Safari Investments (JSE: SAR) is paying a “clean-out distribution” as described in the circular that was sent out in October. For those who have been wondering what the goodbye kiss will be, the distribution has been calculated as 30.0765 cents per share.

Insimbi Industrial Holdings (JSE: ISB) announced that its listing will move to the General Segment of the JSE. We’ve seen many small- and mid-caps take this route, as it gives them a more size-appropriate set of listing rules.

Quite why Globe Trade Centre (JSE: GTC) is listed on the JSE, I cannot tell you. The stock literally never trades. For the nine months to September 2025, the Polish property group suffered a loss after tax and a substantial decrease in funds from operations (FFO). The net loan-to-value has increased from 48.8% to 53.1%, dangerously high for a property company.

Ghost Bites (Crookes Brothers | Mahube Infrastructure | Mantengu | PBT | Premier – RFG | Quantum Foods)

Ghost Bites

The Finance Ghost

1 December 2025

Ghost Bites (Crookes Brothers | Mahube Infrastructure | Mantengu | PBT | Premier – RFG | Quantum Foods)

Low prices for soft commodities impacted Crookes Brothers (JSE: CKS)

Primary agriculture is a difficult business

Crookes Brothers is an unusual company on the JSE. This is one of the only ways to get direct access to primary agriculture assets, with Crookes operating in soft commodities like bananas, macadamias and sugar cane. There is unfortunately close to zero liquidity in the stock, so I’m including the numbers in detail here as a learning opportunity about the sector rather than because the company is practically investable.

For the six months to September 2025, revenue fell by 5% and operating profit before biological assets was down 21%. Lower commodity prices were largely to blame, along with other issues like storms at the banana plantations. The macadamia business is still dealing with the aftermath of last year’s storm that severely affected yields. If you think that primary agriculture is an easy sector, you are sorely mistaken.

HEPS fell by 44% per share as operating profits decreased across all major segments. The silver lining is that cash from operations only fell by 5%, so the impact on the balance sheet was less severe than the HEPS number might suggest.

Mahube Infrastructure brings us an unusual sight: negative revenue (JSE: MHB)

Fair value movements are recognised in revenue for them

Seeing negative revenue in a set of financials is very rare. It can happen though, as proven by renewable energy investor Mahube Infrastructure.

Dividend income was down from R13 million to R11.1 million, with negative R19.9 million fair value adjustments then pulling revenue into the red. Such is life as a company using investment entity accounting.

The market tends to focus on the movement in net asset value (NAV) per share in these types of companies, with Mahube’s NAV decreasing by 7% to R10.25. The negative fair value moves affect this directly.

This is a good reminder that even if wind farms and huge solar PV projects look great on presentations and corporate websites, that isn’t a guarantee that they will be financially lucrative. These assets come with risk and volatile earnings, just like every other asset.

Still, Mahube’s share price is up by 43% year-to-date, so sentiment is much better than these numbers would suggest!

Can Mantengu get it together in the next six months? (JSE: MTU)

The GEM facility is a key funding line, but would be painful for investors

I was actually left alone after writing about Mantengu’s trading statement, so perhaps the management team has finally decided to go chase ghosts elsewhere. This allows me to do my job in peace, just like I do with every single other SENS announcement on the JSE. Long may it last, as recent online interactions have unfortunately done nothing to build investor confidence in this company.

And investor confidence is exactly what they need, along with a sprinkling of hope.

Mantengu kicked off the results with a note that revenue increased by 109% (i.e. more than doubled), but a big chunk of this is the silicone carbide acquisition. As with every company that has been making acquisitions, you need to be careful of how this distorts the percentage change in total revenue growth. We therefore need to look deeper to understand these numbers.

Another thing to keep in mind is that there’s a seasonal element to the business based on the current portfolio of assets. The silicone carbide business generated substantial losses in this period after being shut down for maintenance in the winter months to avoid Eskom’s highest tariffs. If it’s going to have a “bad winter” every year, then the interim results would always be worse than the full-year numbers.

In the chrome business, currently the most important place to look, revenue of R142 million was up 23% year-on-year. This is the highlight of the numbers, although I must point out that this is a slowdown from the second half of FY25 where they generated R162.2 million in chrome revenue. The reason for this is outside of their control: there was significant flooding earlier this year that reduced access to the chrome pits in those months. In an effort to look at the bright side, the company notes that they’ve stored lots of water as a result and haven’t had to rely on municipal water during this period!

The flooding surely didn’t help the numbers, but the chrome business was actually profitable at EBITDA level (R14.4 million). After depreciation of R27.8 million, this segment fell to an operating loss of R13.4 million. Once you add on the operating loss of R38.7 million in silicone carbide and then the corporate costs as well, you get to a group operating loss of R54.6 million. That’s a nasty outcome vs. the operating profit of R24.3 million in the prior period, putting them firmly in the red on a two-year stack.

It gets worse when you look at the cash flow statement. Mantengu ate its way through R108 million in cash from operating activities – a concerning trend compared to positive cash from operations of R13.6 million in the comparable period.

There’s a lot of underlying noise in these numbers related to exact timing of acquisitions, but the underlying message here is one of a company that has had a disappointing financial period at a time when there is a great deal of other stuff going on around the group. What they really needed was a set of strong numbers to dispel the critics. Instead, they had various unfortunate operating challenges, including Langpan’s contracted off-taker exercising an option to buy chrome concentrate at a lower price vs. the market.

One of the basic things you are taught in finance at university is to look out for a situation where current liabilities exceed current assets. This is unfortunately the case at Mantengu. One of the debts that is cause for concern is R65.8 million that is repayable to Fedgroup Private Capital in February 2026. They would surely need to refinance this, as I can’t see how they would generate enough operating cash to repay it in time. This refinancing will hopefully be achieved with debt, but there’s also risk of them needing to tap into the GEM facility and issue shares at a potentially very low share price (down 30% year-to-date).

Despite a cash balance of just R5.2 million and the situation with current liabilities, the directors are confident about the going concern status. They specifically highlight the GEM facility as a key funding line, reinforcing the risk of dilution for investors.

Could they trade their way out of the dilution risk? There’s all to play for in the second half of the year, with the commissioning of Langpan’s second chrome wash plant expected in the coming days (and fully funded from operating cash flows). Blue Ridge is due to enter full production in the first half of calendar year 2026.

I must also highlight a further concern for investors: a significant uptick in executive remuneration despite the underlying financial performance. Bearing in mind that this company has swung from HEPS of 2 cents to a headline loss per share of 27 cents, we’ve seen a significant jump in the annualised salaries of both the CEO and the CFO based on the disclosure in the report. There were also cash bonuses in this period, as well as significant share awards at a time when the share price is under pressure.

If management wants to improve confidence in their story in the market, they should probably start by buying their own shares now that closed period is behind them. There’s literally no better way to tell the market that the shares are undervalued.

In a separate announcement, Mantengu has withdrawn the cautionary related to the acquisition of a stake in Kilken Platinum. They have terminated the due diligence and the transaction. Even without all the underlying noise, it sounds pretty sensible that they should focus on their existing operations and getting the balance sheet into a healthier position before they take on any new risks.

A much better period for PBT Holdings (JSE: PBT)

Double-digit growth in earnings is never a bad thing

PBT Holdings released results for the six months to September that tell a better story than what we’ve been seeing recently. After navigating the difficult normalisation of demand for services in the post-pandemic period, the group has found a way to achieve a meaningful uplift in profits.

The reference to “profits” is deliberate, as revenue isn’t where you’ll find the excitement. Revenue was up just 3.4%, yet that was enough for EBITDA to climb 12.3% and normalised HEPS to increase by 15.0%. If you look at HEPS as reported instead of normalised HEPS, the increase is 21.8%. It’s always encouraging when the normalised view leads to lower growth rather than higher growth, as this tells you something about the management team’s respect for the market and a desire to tell a balanced story.

This approach isn’t really news to anyone though, as PBT Holdings stands out as having some of the most detailed disclosure on the JSE in terms of the key operating drivers of its business. You’ll very rarely see disclosure like this from any listed company, let alone a sub-R1 billion market cap player:

For a measure of cash earnings, you can look at the 11.1% increase in the dividend. That’s not quite as good as the HEPS growth, but still a solid outcome. Cash generated from operations increased by 8%, with timing of working capital flows affecting this percentage growth vs. the underlying increase in earnings.

The share price is up 28% year-to-date and comes with a juicy dividend yield as well, so shareholders have been rewarded well in 2025. The view over three years is far less encouraging, but that’s what happens when people buy shares at stretched valuations. To keep this momentum going, the market will look for stronger revenue growth, not just an improvement in profits.

Premier updated the pro forma numbers for the RFG Holdings deal (JSE: PMR | JSE: RFG)

This is because both companies recently released updated results

When JSE-listed companies release circulars, they need to include the most recently reported numbers. The timing of a deal sometimes works out very well, with fresh public numbers available for the circular and no updates required along the way. But in other deals, the circular goes out with rather stale numbers that were released several months ago. If the next round of financial reporting takes place while the circular is still “live” (i.e. during the timeline for shareholder approval), then it is often necessary to update the circular with the latest available numbers.

This is what has happened in the Premier – RFG Holdings transaction, with both companies having recently released numbers. Premier has therefore released updated pro forma numbers to show what the impact on Premier shareholders would be if the deal goes ahead.

This is just a maths exercise to plug together two sets of financials, make a few adjustments and then work out how many shares would be in issue. It doesn’t tell you anything about what the future performance might be, so just keep that in mind as you read this.

The overall message is that diluted HEPS would improve by 10%. This speaks directly to the relative valuations of the two companies under the terms of the deal.

Quantum Foods signs off on a much stronger year (JSE: QFH)

The CFO describes it as “one of the best profit performances since unbundling from Pioneer Foods just over ten years ago”

When poultry businesses do well, they can do really well. Naturally, this means that when things go badly, they go very badly. If you crave a boring life, you’re better off eating chickens than investing in them.

For the year ended September, revenue at Quantum Foods was up by 12.9% and operating profit jumped by 55.3%. HEPS increased by 67.1%. There’s even a dividend of 34 cents per share vs. nil in the comparable period. Sure, they are only paying out 25% of HEPS as a dividend, but it’s still a sign of confidence.

The broiler and layer farming business is where you’ll find the biggest swing, with revenue up just 8.5% and profits moving sharply from negative R11 million to positive R127 million. As a reminder that the moves sometimes make even less sense, the eggs business saw revenue jump by 47% and profits decrease by 20.8%. Margins in poultry tend to be volatile, so the revenue vs. profit movements can sometimes get rather wild. They can also be tame, as we’ve seen in the animal feeds segment where revenue was up 5.6% and adjusted operating profit was up 9.6%.

Operations in the rest of Africa saw a 16.5% increase in revenue, but a 6.7% drop in adjusted operating profit. You’ll find the usual ups and downs from operating in frontier markets, with Mozambique deserving a special mention for adding looting to the list of risks!

From a cashflow perspective, cash from operations was up by 14.2% to R302 million. The reason for the gap between this growth rate and operating profit growth is the investment in working capital, with a significant portion of the incremental profits landing in inventory.

Despite this strong set of numbers, the share price is flat year-to-date after a rollercoaster ride of note.

Nibbles:

Director dealings:
- An associate of one of the co-CEOs of iOCO (JSE: IOC) bought shares worth R1.3 million.
- A director of a major subsidiary of Blu Label (JSE: BLU) sold shares worth R1.1 million.
- A director of Momentum (JSE: MTM) bought shares worth R180k.
- An associate of the CEO of Grand Parade (JSE: GPL) bought shares worth R42.4k.

Curro (JSE: COH) announced that the Competition Commission has recommended the approval of the acquisition by the Jannie Mouton Stigting, subject to certain conditions. The next step would be for the deal to go to the Competition Tribunal, provided that the parties are willing to live with the conditions. It seems that the conditions aren’t a slam dunk, with the company noting that the offeror will provide an update next week on the acceptability of the conditions. Hopefully we aren’t being taken on a journey to crazy town by the regulator on this one.

Jubilee Metals (JSE: JBL) announced a co-operation and project development agreement with Galileo Resources for the development of Jubilee’s Molefe Mine in Zambia. Galileo would be able to earn up to a 23.75% stake in the Molefe Mine, with 5% to be held by a local Zambian firm and the remaining 71.25% held by Jubilee Metals. Galileo would need to fund $700k towards exploration and development. They would also provide the skills needed to put the mine on an accelerated development path, with the stake in the mine earned by Galileo through completing an agreed scope of work within eight months.

It’s time to bid farewell to Ascendis (JSE: ASC) after a long and mostly painful journey as a JSE-listed company. The offer to shareholders was successful, achieving acceptances of 6.86% of the offer shares. This offer was unusual in that it had a maximum acceptance condition, so a low acceptance rate is what they were looking for! The shares will be delisted on 4th December.

Here’s some good news for Goldrush (JSE: GRSP): the court has dismissed an application by Ithuba Lottery to urgently interdict the implementation of the award of the National Lottery licence to Sizekhaya, the winning bidder in which Goldrush is invested. The application was even dismissed with costs! This only deals with the urgent interdict, with the full review application likely to be heard in 2026.

The chess pieces continue to move at RMB Holdings (JSE: RMH), with well-known shareholder activist Albie Cilliers resigning from the board of Atterbury Property Holdings where he served as an RMH representative. As you may recall, the company is trading under cautionary based on a potential offer by Atterbury for RMH.

I ignore most non-executive director appointments on the JSE, but here’s one that is worth highlighting: STADIO (JSE: SDO) announced that Capitec (JSE: CPI) founder Gerrie Fourie has joined the education group’s board after retiring from the bank a few months ago. STADIO is having an extraordinary year, with the share price up more than 82% year-to-date!

ASP Isotopes (JSE: ISO) has established a new Photonics Chair at Wits University through an endowment under a three-year donation agreement. Dr. Angela Dudley will take on that new role. They are looking to not just drive further research in photonics, but produce a pipeline of students who might work at ASP Isotopes after their studies. This looks like a great example of investing in local talent and building a link between commercial applications and academic pursuits.

The share register of Castleview Property Fund (JSE: CVW) is so tightly held that there is literally no liquidity in this stock. In a trading statement for the six months to September 2025, the fund confirmed that the dividend per share is 11.07 cents, up 21.8%. I’m sure that the small group of investors will be happy with that!

Salungano (JSE: SLG) is suspended from trading and thus has to release quarterly updates to shareholders. They still have a bunch of issues to sort out, ranging from the financial reporting backlog through to bigger worries around the going concern status and the extent to which a recently announced coal supply agreement with Eskom might address this. The company’s best estimate is that the suspension may be lifted in April 2026.

Ghost Stories #85: Why DIY investing and advice belong together

The Finance Ghost

30 November 2025

Ghost Stories #85: Why DIY investing and advice belong together

Listen to the show using this podcast player:

DIY investing is all the rage and certainly has a place in the market, but so does financial advice. As a new generation of investors power through the market and look to build on the knowledge and wealth gained in recent years, there’s an opportunity to pause and consider whether it wouldn’t be better to do this with a broader financial plan in place. After all, you might love decorating a home, but wouldn’t you still use an architect to design it properly?

Drawing on the benefits of DIY investing and financial planning leads to a best-of-both-worlds approach. You can have fun with investing and do so with the safety of guardrails provided by a proper financial plan. Kapil Joshi, Managing Director: Strategy and Proposition at Momentum Wealth, joined me on this podcast to talk about how these worlds should co-exist for investors who want to take a more active approach to their wealth creation.

Momentum Wealth is part of Momentum Investments and Momentum Group Limited. Momentum Wealth (Pty) Ltd is an authorised financial services provider (registration number 1995/008800/07, FSP number 657). Momentum Metropolitan Life Limited is an authorised financial services and credit provider (registration number 1904/002186/06, FSP number 6406).

You can connect with Kapil on LinkedIn here.

Full Transcript:

The Finance Ghost: Welcome to this episode of the Ghost Stories podcast. It’s been a long time coming. A very busy man to pin down to get on this show, but I think it’s going to be worth it because we have some very cool stuff that we are going to be speaking about.

My guest on this podcast is Kapil Joshi. He is the Managing Director of Momentum Wealth Management. That’s why he’s so hard to pin down – because he’s doing so much cool stuff. Kapil, thank you so much for making the time to be on the show.

We are going to have a really fun chat about not just the rise of DIY investing, but also the broader framework in which that is happening and how people should think about getting a financial advisor involved, where they need to potentially get that expert help, where they can maybe do some of it themselves.

I think this is a very important discussion obviously with where the world has gone, and of particular relevance to the Ghost Mail audience, which is filled to the brim with DIY investors. So, Kapil, thank you so much. It’s lovely to have you on the show.

Kapil Joshi: Thanks, Ghost, it’s an absolutely wonderful honour and a privilege to be here with you. I agree – lovely subject that we’re talking about, the rise of DIY investing. Looking forward to sharing some thoughts and insights the way we see it from Momentum Wealth.

Having said that, I just want to really get it off my chest: we do believe in financial advice, but we will continue to speak about it in a way that helps your audience to understand the nuances and where we believe DIY investing can be beneficial as well. Great to be here and looking forward to the chat.

The Finance Ghost: Yeah, absolutely. To be clear, I think financial advice is absolutely key and that’s exactly why we’re doing this. I’ve said it on many a podcast, not just this one: it’s so important to recognise that you wouldn’t go and play professional sport without a coach. You wouldn’t necessarily go and have great success at the gym unless you do the research and maybe get a personal trainer involved, etcetera, etcetera. Why should it really be any different with your money? It can just help you so much and we’re going to talk about some of that stuff today.

What might be a nice way to understand it is if we use the analogy of someone furnishing their house. Bear with me. You may well have great taste and you might be willing to do the research yourself on where to get fantastic furniture at the best price and everything else (I’m very lucky that my fiancé is amazing with that, so maybe that’s a very personal example), but we wouldn’t build the house ourselves. We might choose the furniture, but we’re not going to go and build the house ourselves.

A lot of people might say, “Wow, this is not for me. Let me rather get some help on how to furnish a home.” This is why interior designers exist. It’s not that different when it comes to financial advice, right? It’s about understanding where your talents lie, where you want to apply your own time – and your time comes at a cost, it’s not for free.

DIY investing doesn’t mean you went and looked at 10 stocks, threw darts, hit some, and everything went well (that happens very rarely in an extremely bullish market). DIY investing means doing the work. That’s the trade-off that people need to use. What are your thoughts on that analogy – do you think that’s a pretty accurate reflection?

Kapil Joshi: I think you’ve used a brilliant analogy to describe the fusing of doing it yourself versus the role of advice in the context of your housebuilding example, so let’s keep it there.

If you think about the role of an architect or an interior designer – depending on which one you use when you’re building a house – you might not need all of the services of either of those individuals, but at different points there are questions you might have. There are technicalities around whether this suits the way the house is being built and the context of that process. So in that regard, the roles of financial advice often provide similar nuggets at different points in your investment or savings journey that are important to take into account.

With the analogy of building a house, let me go to myself: I am not an architect by trade and I don’t have any clue from a creative perspective how to set up any room in the house. I don’t think we have that skill, so in my case I’m definitely…

The Finance Ghost: See, it’s good to know these things!

Kapil Joshi: …going to be outsourcing that. And why it’s important is because you care about the end result. You know what you’re trying to do – when you build a house, there’s a goal in mind. There’s a point at which it might just be you and your wife, it might be to establish something for your family. Ultimately, the goal is to ensure that the roof over your head services the various needs that you have in a way that meets your standards, in a way that also talks to your wants and desires in terms of the things that you have.

Take a guy – obviously our man caves are important to us! Having a setup that allows you to have your PlayStation close by, a big TV, and to ensure your mates are catered for when you have them over – it’s important. In a similar way, I think of financial advice in exactly that context.

But I think it’s important that we recognise that there is a place sometimes for doing things yourself. I’m a firm believer in the investment analogy (it’s well-used in our industry) that says there is no better time to start saving or investing than now. So the opportunity to just do so and get those building blocks in place for a longer-term investment journey is the most important requirement in a process like this. But at the same time, if you start to think about when things get more complex (and I’ll give you many examples of that as we talk) then the role of financial advice becomes more material.

I like your previous example where you spoke about the role of a coach when you go to something like a gym. Think of a financial advisor in the same way – they are there to put the guardrails in place to prevent bad behaviour that all of us have.

I just want to quote a stat that we’ve seen in a recent study done at Momentum which is: those clients that have financial advisors end up having 9.5x more investment value attributed to the investment. Which actually once again just demonstrates the value – the tangible benefit – that financial advisors give to clients in navigating what is often not just a once-in-a-year kind of exercise, but through the lifetime of any individual client and their family.

The Finance Ghost: Kapil, I’m so jealous of you talking about PlayStation rooms, dedicated mates rooms. You must be up in Joburg, because in Cape Town (as we all know) everyone has to sleep above their toilet basically in these homes that are like a third of the size of Joburg for 10x the cost. But such is life. At least we have a pretty view and a nice mountain, so we go with it. Semigration – people are chasing that and continue to chase it, although that is slowing down a bit. That’s been one of the trends in South Africa in recent years.

Another trend of course has been DIY investing and it really has been something to behold as this has come on stream. Low interest rates during the pandemic really helped. I mean, I saw it firsthand. I started this business five-and-a-half years ago, way more by luck than design. It sounds like genius-level stuff that I picked this time where everyone was interested in markets, etcetera, etcetera – I just got very lucky, I’ll be honest, and responded to the opportunity that was there to then accelerate it and really grab it. It was amazing to see just the amount of interest in stocks all of a sudden.

Sasol was the classic one. All the professional investors were saying, “No, don’t touch Sasol.” And for good reason. New retail investors went, “Not a chance! This is Sasol, they’re not going anywhere. I’m going to dive into this thing.” And then Sasol went bananas. People who sold made a lot of money and those who didn’t sell have ridden it all the way back down.

So, DIY investing – I think it is a fantastic hobby, I really do, because there are so few hobbies that pay you. How many hobbies do you know that make you money as opposed to cost you money? I can speak to my own hobbies here: they definitely don’t make me money. So, I’m always very encouraged by people who say, “You know what? I want to take some of my money and I’d like to go and learn to invest. I want to read the company reports, I want to follow the news. This is something I’m interested in.” I think that’s such healthy, just excellent financial behaviour.

But even then, even doing it in that healthy way, you’ve got to have this broader plan. You’ll have some good views for us here on how you mitigate some of these risks. You’ve touched on one or two of the values that a financial advisor can bring and that “coaching” kind of mentality. I’m keen to see some further thoughts from you around that.

I guess the most damaging kind of behaviour would be people who almost treat it as gambling. They’re not really thinking, “This is a hobby where I’m going to go and learn the markets.” It’s just, “Let me throw some money at the markets and away we go.” Almost like the sports betting surge that we’re seeing in South Africa. So, let’s dig into this a little bit more. Just the way that this all works together, this whole ecosystem – what are your thoughts on that?

Kapil Joshi: So, let me just say: yes, I am from Joburg. That’s the first answer. You made an assumption, but I am from Joburg.

The Finance Ghost: You and your PlayStation room. Amazing.

Kapil Joshi: And swapping out the mountain means we need to find other forms of entertainment, right?

The Finance Ghost: 100%. I grew up there, I know. I can visualise that room!

Kapil Joshi: Let’s just get that out of the way. Back to DIY investing. Before we talk about financial advice again, let’s just go back to what DIY investing really is. The idea of doing it yourself and beginning to invest in the way that you described (and, using your Sasol example, I agree wholeheartedly with you in terms of the benefits of that and the financial behaviour displayed by customers) – where does it come from?

We live in a world right now where (from a generational perspective) we’re seeing a much younger audience that is starting to have curiosity about the idea of investing and saving, given that they know of its importance. Obviously they’re studying about it a bit earlier on in their secondary and tertiary education in a way that at least puts the question top of mind for younger audiences.

Why I also think that’s relevant (not to say that it’s only for younger audiences) is that the rise of technology means investments and savings are much more accessible than they’ve ever been in the past. Now, if you think about the typical retail shopping experience online – it’s the one-click experience, it’s understanding your individual requirements and nudging you towards the things that you purchased in the past, and so on. Investment processes are starting to establish the same. You can see why there is a rise, then, in the do-it-yourself mentality in individuals’ investments and savings.

And I’m going to echo what I said earlier – I’m all for that. I actually think it’s great that we have more people investing and saving because the means have obviously been made a lot easier, in terms of getting access to it. But at what point does doing it yourself start to be fraught with some risks? The perils of just trying to chase market performance?

You used Sasol. I think Bitcoin is another great example that we see, perhaps less of an investment hypothesis – I think it’s important that we recognise where the capability is. But at the same time, I think it demonstrates the speculative nature and the dangerous behaviour that certain asset classes or certain investment types can present you with. Just chasing the next best return is probably the worst thing that individual clients and customers can do for themselves because ultimately, at some point, you’re not going to be able to get it right.

This is not about investment jargon, this is not about the technicalities – I don’t want to hide our industry behind those things. But there are professionals and experts that look at this on a daily basis, that understand the different elements, and this is where I want to bring it back to the role of financial advice.

So, very basic investment terminology would suggest that if the one-click experience looks like buying something like tax-free savings products that are invested in eight or nine funds only, I think doing it yourself is okay. I think it’s reasonable to expect that that is the case.

But as time horizons increase beyond the short term, let’s say beyond 3 years plus. As your different needs, wants and desires from an investments’ perspective take shape. As you look to perhaps get married and start to fund your kids’ education either locally or globally, or you start to plan your own personal retirement – that’s where the investment opportunity set becomes much wider. Now we start to talk about – in the platform world – the language of product wrappers (that’s really just code for whether it’s a retirement annuity, an endowment, or a tax-free savings product). So, already you open up product selection opportunities.

At the next level, you start to open up investment component opportunities. This expands beyond 2,000 to 3,000 funds in the local market alone – if you think globally, that is well in excess of 15,000 different investment components. How are you expected to navigate choice as an individual and make the right decisions as soon as we move into the space?

In summary, I believe in the idea of DIY investing to get yourself going, but at some point it becomes too complex to be able to manage by yourself. That is the point at which it’s the perfect opportunity to engage with a financial advisor of some sort.

To be able to not only help you navigate the complexity, but (going back to my previous sentiments about them also representing themselves as coaches) also help you navigate any bad behaviour that you might have as a customer or a client when it comes to the “switch itch”, or chasing market performance, or even ensuring that you have your holistic plan well articulated and that you’re tracking yourself against that plan. That’s the role of the financial coach in this particular journey. I hope that helps.

The Finance Ghost: Yeah, look, there’s a lot of good stuff coming through there. Words like “curiosity” are exactly right – that’s something that drives a lot of people’s interest in the market and their initial steps into it. The one thing then (or just the way the entire ecosystem works, it is what it is) is the type of content that people latch onto. I know this from experience: they want to read about stocks, right? That’s the exciting thing. “Tell me about Sasol. Tell me about Anglo American. Tell me about this interesting mid-cap that I’ve actually never heard of and know almost nothing about.”

And that’s all fine as long as you engage that content in a very healthy way and you’re getting it from the right sources. And there are many – I like to think I’m one of them, but there are many.

But the wrong source would be your typical case of someone who suddenly wakes up and they’re a TikTok financial influencer and they have some great views on “5 Hot Stocks”. This person has never been in a professional investment firm or a boardroom in their lives – what do they know about picking stocks, actually? And they come and they go.

There were so many who arrived during COVID because it’s just that response of “What’s going on in the market? Oh, people are interested in this content. Let me create this content.” Today I’m a stock expert. During the Cape Town drought, these same people were borehole experts – it’s just that kind of mentality.

So, you’ve got to be super careful about where you get your content. And there are a lot of really, really good places. I think if you engage with the right quality content around stocks, you’ll quickly see that it’s not easy – and that’s the point. There’s a reason why a small percentage of active fund managers beat the market over time. A very small percentage. And these are pros doing it all the time. So, I would rather look at it and say, “Look, it is very hard. And that challenge is part of the appeal.”

The cool thing is that if you do the DIY investing with some really good guardrails around your broader financial plan, then (even if you underperform the market) what you’ve really done is taken a portion of almost a hobby budget and said, “Okay, let me invest it.” It’s almost in excess of the minimum you should be putting away that your financial advisor would help you identify.

And then – I don’t want to say it doesn’t matter how that money does, but it kind of doesn’t matter. Because (if you’re saving enough and you’ve got those guardrails in place), if you have a really bad year with your DIY pot and you learn from it, then yes, you lost some money – but you would have spent that money on something else anyway. At least now you’ve given yourself a chance for it to actually go up. And you know in the back of your mind that everything’s going to be okay because, long term, my plan is fine, I’m putting money away in the right vehicles. And I guess that also just unlocks the ability to then have a healthy relationship with your DIY investing.

So it’s the same way I manage my hobby budget every month: I spend money on my hobbies, but I know how much I can spend and so I can spend it with zero guilt because I’ve figured it out. I don’t even second-guess. It’s like, “This is what I can spend every month – done.” I think that’s quite a healthy way to understand your DIY investing.

And that’s a big role of the advisor, right? To help you with these guardrails.

Kapil Joshi: Yeah, I think you used a key word for me in your description now, Ghost, and that is “budget”. I want to latch onto that as perhaps something that often gets overlooked in the journey that we are talking about today.

The idea of having a budget in the first place is something many people struggle with. In fact, the stats indicate that half of the South African population, from a propensity and affordability perspective (obviously there are good reasons for it) don’t have a budget. And what we’re speaking about for today’s subject is critically identifying some of the gaps that need to be closed as well.

So, even before a financial advisor can come into the picture, having a budget is such a key thing and a key component because what it says is: at the end of the month, when you get your salary, how much of that net salary goes towards different things that need to be funded in the household? Or for the different aspects of serving your family’s needs (if you do have a family)?

And what’s important to highlight in that process is that there is often very little left that ends up being utilised for probably the wrong things in the first place. You call it a hobby budget. Hobbies are great, and I think if you extend those hobbies into learning and sparking curiosity into different fields and so on: awesome. But at the same time, it’s important that we try and look at the opportunity to stretch rands as far as they can be stretched.

This is where the idea of having a budget and ensuring that you can have X amount of money set aside at the end of every month for even the opportunity to go the route of doing it yourself from an investment perspective – the stocks that you have an inkling to, or the unit trust manager that you might align to in terms of philosophy and/or style, or whatever the case might be – at least you have the opportunity, then, to start to participate in market growth. Now, we’re not even in the space of trying to meet inflationary objectives that you might set for yourself in terms of that investment, but at least you’re putting money away. So I think that’s an important dimension.

The second element that I want to call out in terms of this is what you spoke about: the role of finfluencers and getting stock tips or bad advice from the wrong sources. I do believe that these new individuals, via social media, have a role to play in sparking interest and curiosity (going back to our earlier points). But at the same time, it’s important that you recognise that your personal requirements, your personal needs, are unique to yourself. Not everything you hear or see on social media or via the next best finfluencer on TikTok is going to be right for your circumstances and for your needs.

This is where I think it’s important to bring in the idea of something like a risk profile, which is a good example of what a financial advisor would do for you in a set of circumstances like we’re talking about. And that is to identify your propensity to be either risk-averse or risk-taking – in the nature of who you are as an individual, behaviourally. Once a financial advisor follows something like a risk-profiling process, they identify what your risk is as an individual and your ability to choose or match appropriate products and appropriate solutions to then meet that risk profile – that is one function that a financial advisor would play to ensure that you are in the right place.

That’s such an important example to illustrate the idea not only of the importance of your personal needs, but also of (once your personal needs are understood) matching that to an appropriate individual like a financial advisor that can help you to ensure that you are in the right place for your personal circumstances and for your risk profile. That’s a great example of illustrating why not to just listen to the next best finfluencer.

And by the way, Ghost, I think your content is amazing. I’m sure that many individuals are taking a lot of lessons learned, at least from your podcast – which is real and also illustrates what the financial industry is about.

The Finance Ghost: Thank you, that’s very kind. I wanted to touch on something you said there which is really important: that a holding that’s good for one person is not necessarily good for the next person. That is exactly why – and I’ve been asked to do this a million times before – that is the real reason why I don’t publish what I hold.

Because I know that even if I publish 98 pages of disclaimers next to it and remind people in big red writing (although it would probably be purple) to go and get a financial advisor or to do their own research, I know what’s going to happen. It’s going to be, “Oh, this guy owns these stocks. I like his writing, I’m going to own them too.” And it’s very flattering, but it’s also completely wrong. I own them for a specific reason, in a specific proportion, with specific reference to other stuff I have. I’m not going to disclose how much I have in fixed income savings, business savings, etcetera, etcetera. There’s a whole balance sheet that I’m managing. And that is exactly why I do not publish: “Oh, I hold all of these things.”

It’s also why when I write in Ghost Bites – and someone asked me this on X literally just the other day, which I thought was a great question. He said, “Do you always disclose where you have a holding?” My answer was, “I always disclose it where I give a strong view on a stock.”

For example, I’ve been very vocal on something like Prosus this year, because I bought it right at the beginning of the year, I disclosed that at the time and I’ve tried to walk people through that journey because, at the end of the day, Ghost Mail is really just my notebook on my own market activities. It’s just that a lot of people like to read it, which is great. And then we get to do cool podcasts like these, which is fantastic. But I’m always scared that a company comes out with an almost non-event piece of news and it’s just one of my portfolio positions for the long term and now I say, “Yeah, I have this stock.” What do people do with that information?

That definitely doesn’t mean, “Oh, it’s necessarily a great buy right now.” It just means, “I have it right now.” That’s not the same thing at all. So, that’s the difficulty and where I personally get very nervous when I see very hardcore stock picking-focused social platforms. There are one or two really good ones – there are some really, really good bloggers out there who are particularly excellent at that – but on the whole it’s just not good.

And you never hear about these people’s losses, right? That’s the other thing we have to be super careful with when it comes to social media content. There are a handful of people who are willing to say, “Actually, I got this one horribly wrong.” I always do it – if I’ve lost money on something, you’ll never see me backtrack and say, “Oh, no, I never had this stock.” No, we all make mistakes. There’s no world in which you get 100% of them right. Any good trader will tell you that, actually.

So, again: it’s about healthy engagement with content. And I think having a voice of wisdom, like a financial advisor alongside you in this journey, just helps you so much with this. Because every decision you take in the market is an active decision. You touched on tax-free savings earlier and putting it in a spread of ETFs and everything (which is something absolutely everyone should do – max their tax-free savings every year). But what do you buy? How do you choose? The underlying ETFs might be passive, but the decision of which one to buy is active. The decision to do tax-free savings is an active one, where you need to take into account your liquidity and everything else.

So there are all these little active decisions. Some of the underlying end stuff might be passive, but everything else is active. And that’s why getting an advisor helps you. It helps you with understanding this stuff, right?

Kapil Joshi: Yes, 100%. Just a few concepts to call out in what you were just describing. The first one is sentiment-based investing, which is probably the worst thing one can do. So, just listening to what works and what’s winning in the market (once again, going back to what I said earlier) might not be right for your personal circumstances. I’m just going to emphasise that point once again. And that’s this whole idea about taking what you hear and what you read and putting that down for yourself – that’s effectively called sentiment-based investing, which is where, once again, the role of financial advice comes in.

The other one that I want to call out (which isn’t something that you specifically spoke to, but is important in the context of what we are discussing) is diversification. It’s not something I think we’ve actually alluded to so far. The idea that the market has so many unique offerings and capabilities available to you, to fulfill your personal circumstances, is a key element in ensuring that a holistic plan meets your individualised needs. Let me explain a little bit more what I mean by that.

If you use your stock example, that’s called 100% equity exposure if it was only in that particular investment. And ultimately, if you are a risk-averse investor, 100% equity-based exposure is completely incorrect for you, because there aren’t any tools of diversification in your overall portfolio to help you with your risk aversion. This is once again where the role of financial advice comes in. The idea that an individual wants to hold a stock – Prosus, in the example that you mentioned – is something that an advisor listens to. They take that into account, in the holistic consideration of the individual in front of them when that financial advice process is taking place, and determine the inclusion of that alongside many other elements.

Let’s just go to the process of financial advice in the first place, because that might explain to your listeners exactly what to consider. The idea of financial advice starts with the financial advisor getting to know you. The idea that trust needs to be established – between you (the client) and the advisor – is the only basis under which you’re actually going to share your financial picture and choose to invest with that individual. So the relationship basis is where it begins.

Once that is established and you can have an element of trust with the advisor, it starts to move into the space of what your needs are, what your circumstances are, what budget you operate, and so on. So, the financial advisor determines this holistic view of the individual sitting in front of them and starts to determine how to shape their advice responses to this unique set of circumstances.

Those circumstances don’t even go yet to stock selection, in the way that you first described. It will go to something like: are there estate planning requirements that need to be fulfilled for this client? For instance, do they have a family that needs to be taken care of in the form of beneficiary nominations? A very basic example. Once again, just illustrating that you can see we’re not even in the stock selection context yet. We’re in the “let’s understand your needs and what you require as an individual first” context.

Another example that I can call out in that space is that you might, as an individual, want to be saving for retirement so that your lifestyle – when you do reach retirement – can be maintained in the way it is now. That’s a good example of what a financial advisor would ask. So, all of a sudden, this financial advisor is starting to get all of these data nuggets that indicate exactly how to think about his or her financial advice response to you.

The next part of it is to say, “Let’s go through the risk-profiling process (which I alluded to earlier) so that we can understand how to put things together for you.” It’s at this point that the financial advisor might, in that example, say, “Okay, I’m happy to include your Prosus requirement, but given the risk profile and given your other sets of unique circumstances, I think it only makes sense to have a 5% exposure to this particular asset class in your overall portfolio.” That might serve your need and interest as a client in your ‘hobby budget’ as you refer to it, but the 95% completion of your holistic plan might need something like a guaranteed solution. It might need something like fixed income or money market fund exposure to ensure that your overall risk profile, your overall needs, your overall return objectives that you’re setting for yourself to achieve your goals, are well catered for in the form of financial advice.

So, in the steps that I’ve explained, you can see that I shifted the conversation (and I hope your listeners are acutely aware of that – I know they are investment savvy individuals themselves) away from just: What have I heard? What stock selection bias do I have? What is it that I see and read that’s going to confuse my overall financial picture?

By establishing the role of financial advice, you get clarity and you get an opportunity to then also look at the broader suite of capabilities that might allow for the diversification benefit to be achieved for your set of circumstances. And I think that’s very important.

The Finance Ghost: Yeah, I mean the great example would be if you play cricket. You go to your coach and say, “I’m trying to work on this very specific shot. I’ve tried to teach myself the whole way through, and now I need a bit of help.” The financial advisor’s first thought is, “Never mind that – should you even be playing cricket? How many times a week are you playing cricket? Let’s talk about that before we even get down to the specifics of this particular shot or the way you hold the ball.” And that’s a very important point.

A financial advisor is so much more than just “Oh, should I buy Sasol?” That’s not actually what it is. And that’s a really important thing for people to understand.

I want to talk about some of the Momentum Wealth platform-type stuff before we bring this to a close. But just while we’re on the topic of the financial advisor, specifically. You’ve given a lot of great insights into stuff like the relationship, what they actually do, how important that stuff is. What are some of the other key qualities that you think someone should look at when they’re choosing a financial advisor? This is obviously a topic very close to your heart at Momentum.

I’m keen to understand what you would recommend in terms of someone (because they hear this all the time) – “Find a financial advisor.” Okay, great – what do I do? What does that actually look like in practice? Because I think that’s a stumbling block. People hear that all the time, but it’s not necessarily that easy to actually do it.

Kapil Joshi: So before we get to the wealth platform stuff (which I’m also keen to have a conversation about because this is where partnership with Momentum Wealth, through something like financial advice, provides really strong capabilities to clients and customers in really helping them to deliver their financial value). There are four things I’m going to say to you, and some of it’s going to be a repeat of what I shared earlier.

The first thing I want to highlight is that I do not personally question the efficacy and the role that advisors play. I think they’re amazing in what they do and they add value, as I’ve indicated earlier, to clients in achieving their financial objectives.

So the four things that I want to highlight are, with the first one: When it comes to sometimes the uncomfortable or personal discussions (I said it a little bit differently earlier), like budgeting – the relationship with an advisor will undoubtedly need an element of trust. So finding someone that you can trust and freely engage with around your financial picture is critical.

The second one is, given that each person has different life requirements, finding an advisor who understands your context, and who can work with you in your context, is key to a long term partnership.

Third, depending on the complexity of your needs, there are advisors who are more experienced in certain areas, such as when investment opportunities become more complex. Like in the example of hedge funds – it’s less about the softer side and the emotional context, and more about, factually, whether the advisor has the necessary licenses and experience.

Ultimately my fourth point, which sums it all up, is that it really boils down to whether you like the person, whether you can trust the person, and whether they have the skills and tools necessary to provide a personable solution to you.

How you locate a financial advisor is a tricky thing, but often it starts with word of mouth. If you have a friend or family member that is receiving a high quality service from a financial advisor, they are more likely to recommend that individual to you. When you’re sitting and having a braai and you’re talking about stock selection (which is actually happening more and more regularly than you think it is), that’s often when the question comes out in terms of, “How is it that you are able to achieve what you do in your individual sets of circumstances around financial planning?” And that’s where the recommendation of “The advisor that I use…” is recommended. So word of mouth is the first one.

The second one is, unfortunately, probably the less accurate one – scouring social media. Scouring, let’s call them, the technology platforms available to us: websites of companies, like Momentum, that have services that they offer. So, we have a business called Momentum Financial Planning that is specifically oriented around giving financial advice and they typically represent themselves in all domains (be it on their website or social media) around the role of advice and so on.

Naturally, hashtags and all of that being utilised in searches allow you to see who’s more likely to give you financial advice, especially if you just start from scratch. But that’s a little bit trickier because, as I said – the relationship’s important. So, if you just identify, locationally, where the advisor might be close to you, it still might not be the right fit for you from a relationship perspective. So it’s important that you at least identify that in that journey of just starting from scratch and trying to go at it yourself.

And then most corporates and most financial services businesses (like ourselves) have a lot of lead generation that they consider. When direct customers come to them for different capabilities or for different solutions – at some point there’s a nudge to recommend that perhaps you’ve reached the point at which financial advice can be beneficial to you and your set of circumstances. And the pairing up process thereafter obviously becomes, in the same way that I described early on, quite a key opportunity to try and navigate.

But if I had to focus on the one that really matters, I think word of mouth is probably the one that results in the best tangible value in terms of engagement between a new client looking for financial advice.

The Finance Ghost: Yeah, absolutely. I love that answer because it just talks to how relationship-based it is, at the end of the day. There is a Momentum option for people to go and have a look, and I love the fact that it’s come up in conversation. The idea here is to make sure people are thinking about this correctly – find the advisor that works for you.

If that’s a momentum advisor, great. If it’s not, at least you’ve got an advisor and you’re doing the right stuff. Just a shout-out to my friends at Moneyweb who I do a podcast for every week: they have a lot of financial advisor listings on their sites. I was just thinking about that now – it’s also not a bad place to look. I’ve always loved the fact that they’ve done that. I think that they do a lot of really good stuff around just helping people find advisors, getting that sort of advice, which is always nice to see.

So, let’s move on then to the Momentum Wealth Platform. So this is where I very quickly start to run out of talent and knowledge – I’ve never worked as a financial advisor. I personally often see these discussions around all these fancy platforms and wrappers and everything else. And then I have to remind myself that’s not the thing that came off the lollipop that my 5-year-old just devoured! So, we need to do a little bit of…not necessarily jargon busting here, but I’m keen to understand some of this stuff.

Let’s start with the Momentum Wealth Platform, because that word ‘platform’ gets used a lot in financial services. It’s pretty much everywhere. What does that actually mean and what difference does it make to the end user – the person listening to this right now, who’s thinking, “Maybe I should speak to an advisor?” instead of punting everything on Sasol all the time. What does the Momentum Wealth Platform actually mean to that person?

Kapil Joshi: I’m going to answer this with a big smile on my face because we get it a lot in terms of industry jargon and our responses to it. So, let’s demystify it very quickly. A platform is really just a code word for the idea that you have a central administration mechanism available to you where you can house your products (things like retirement annuities, endowments) and your solutions or your components (things like unit trust funds, share portfolios, hedge funds, or whatever the case might be). What a platform does is it’s able to consolidate your product selection as well as your solution selection, report to you, via your advisor or to you directly, in a way that allows you to see the benefits of a combination of your products and your solutions.

The other idea that platforms bring you, which I also want to highlight, is the fact that (and so far we’ve been having a conversation that’s quite general, but) typically in an investment journey you might have local exposure and you might have international exposure as well.

At Momentum we have Momentum Wealth Local, which is our local platform that gives you rand-based exposure. We also have Momentum Wealth International, which gives you hard currency exposure in a currency like USD or GBP, and that allows you to externalise assets.

Now both of these essentially resemble the platform capability that we have. And just a reminder of what I said earlier – it’s the housing, through an administration mechanism of your products as well as your solutions, to be able to consolidate between your local and international holdings in a way that allows you to now have a one-stop shop essentially where all of your investments and savings are housed. So now, essentially, you don’t have to go to a different place if you want a share portfolio, you don’t have to go to a different place if you want a unit trust fund – you can have all of that in one single investment and therefore contract that one single investment against your goals or objectives that you set for yourself in terms of that particular investment approach.

So the long and the short of it is: let’s kind of debunk all of the terminology and the jargon. Forget the words ‘platforms’ and ‘wrappers’. It’s a place you can come to start your investments and savings journey in a one-stop shop manner that allows you to have access to great reporting, great service, and a fantastic range of products, as well as solutions.

The Finance Ghost: So let me ask you, while we just dig into some of this platform stuff. I think some of the responses people have gotten to a point where they give almost automatically is – they’ve almost become allergic to costs and fees, right? This must be something that you deal with all the time. We’ve kind of gotten to a place where people almost expect this stuff for free, just about, and anything that’s not free is painful, you know, and obviously that’s not realistic or real life. But there’s been a lot of (really quite correct) content that’s gone around online, around the impact of fees on returns, etc.

I guess it’s a cost benefit then at the end of the day. If you get your stuff into the right structure, if you then have the right discipline, etc. – it’s going to cost you something. But net-net, it should make you something.

And I think that’s where a lot of your stats come from. The benefit of actually doing this is yes, Momentum needs to eat, but you’re going to eat more as well on average through getting the advice and having the right platform, right?

I think that’s maybe a nice place to start to bring this to a close. Just understanding – we’ve done some really good stuff around how cool DIY investing is – how important it is to do it in a broader framework and get those guardrails in place. Understand that your advisor is so much more than your stock-picking mate at the braai. This platform is out there. So let’s tie it all together and just talk about the costs of doing this, but really the benefits that come through from doing it.

Kapil Joshi: I don’t mind the conversation around costs, but I want to shift it to value. It’s important to recognise that the role of platforms isn’t just a cost line in what clients are willing to pay via the advice that they receive, or even if it is just by themselves. It’s about the value that is extracted for the cost that is levied. And I think it’s important to understand why those charging structures look the way that they do in a total value chain context.

Remember – there’s really three main buckets of costs when you enter via platform. The first one is the advice fee you pay, typically, if you are generating some form of advice. Then there is the administration or platform fee – that is where a business like Momentum Wealth would come in for certain services that it offers and services that are often at scale, which is not something that can be replicated by clients in their own right (and I’ll unpack some of that). And then finally, the investment management fees for either the share that you own or the unit trust that you’re exposed to – that also comes at a fee. Which ultimately results in very simplistically, these three components coming together for the total fee that a client would ultimately pay.

The value chain basis under which we are operating in South Africa right now is that platform administration margin has been under pressure for a period of time and hovers somewhere in the region of around 30 to 45 basis points, or 0.3 to 0.45% per annum for that specific component in the total fee value chain.

Now, if you think about it in the biggest scheme of what it is that you’re trying to pursue as an individual investor or via something like financial advice, when I refer to the value that the platform gives, I’ve given you some instances of it in my previous response around debunking what a platform is.

The first one is consolidated reporting. To be able to have a one-stop shop that allows you to have access to multiple components, multiple products and so on, and to give you a consolidated view of that so that you can have better conversations about your goals and your objectives. And to re-orientate it I think is key.

In addition to that, the platforms work hand in hand with financial advisors in the sense that the service that we offer and the service that advisors expect from a business like Momentum Wealth has to be world class. This is about the basics like trading and settlement. You don’t want to be out of the market for a period of time when things are happening that might be driving market prices. The role of the platform is then very much to circumvent some of those issues so that you, as an investor, don’t have to worry about that and can have a sleep-at-night factor – that’s critically important.

Another area to highlight is that you can have what I referred to earlier as both this local exposure and this international exposure. If you start to think about intergenerational wealth (which might be a topic we want to speak about in a future podcast) there are things that one needs to consider in the holistic planning process – both around product selection, and also the movement of money. All of a sudden, it’s no longer just dealing with a single investor. It might start to be that you’re dealing with the broader family and the benefits of dealing with the broader family.

In our recent Momentum Wealth International launch, that we just traveled the country to share, we’ve now introduced a concept called family aggregation from a pricing perspective. This means that all contracts in this family grouping (for your direct family as an example) will benefit from one single fee structure, which can reduce fees to the maximum of around 40% in terms of the discount that is offered on a platform like Momentum Wealth.

So you can see the additional benefits that the platform offers – and I’m just calling out three or four examples now, there’s way more that we can spend time talking about. The attachment to the fee that we charge should start to mean something less to clients because of the value that is being extracted from the platform for what that fee relates to. And I firmly stand by that.

I think we offer great capabilities to not only support and benefit the financial advice process, but ultimately to ensure that clients do not pay a fee that doesn’t result in value for them and that, at the same time, we stand hand in hand with them in the long-term investment objectives in a way that allows them to meet those objectives. We do not believe that the fees that we levy are value-eroding in that regard.

The Finance Ghost: Yeah, I think that’s very fair. It’s like every service in life. It’s going to cost something and you need to look at the value you’re getting from it – you need to decide if it’s going to work for you. And you need to remember that these things exist for a reason, and if the reason is not apparent to you yet, the reason will probably become apparent down the line when you possibly have some regrets that you didn’t look at this early on.

So, Kapil, thank you so much. I think we’ve dealt with a lot of really, really cool stuff on the show. For anyone who wants to learn more about Momentum, I think it’s easiest to just go to the Momentum website, right? Go and check out the wealth offerings, etcetera. Just go and dig around and learn more. We’ll include some useful links in the show notes here just to help you find the right stuff. And Kapil, thank you – it’s been a really good chat. I appreciate it.

Kapil Joshi: Thanks, Ghost. And maybe just a final note from my side: yes, please go and have a look at our website, but also follow us on social media. We post very interesting thought leadership and we share some of our insights across the wealth management industry into the broader investments industry.

That can be very beneficial to your listeners that are looking to understand a little bit more about what we offer, but to also just benefit from some of the great thought leadership by industry experts that sit in our business, whom we take great pride in at least sharing with your listeners.

Thanks, Ghost. I really appreciate being here. It was a great conversation and all the best.

The Finance Ghost: Yeah, thank you. And as a final comment from my side – well done for everything going on in Momentum at the moment. Obviously I’ve been following the stock and the story, the name. It’s doing what it says on the tin right now. There is a lot of momentum, so congrats. Keep it going.

Kapil Joshi: Wonderful, thank you so much! Really appreciate it. And I’ll definitely take that message back into the business as well. Great stuff. Thank you.

The Finance Ghost: Cool. Ciao.

The man who sold a country that didn’t exist

Dominique Olivier

30 November 2025

The man who sold a country that didn’t exist

The rise and fall of a nation that existed only on paper, and the man who convinced thousands it was real.

If you were to look upon Gregor MacGregor’s 19th-century map of Poyais, with its turquoise coastline shimmering like a travel brochure and its lush interior forests promising both shade and prosperity, you might feel a brief flicker of wanderlust. Here lay a Caribbean kingdom, tucked neatly between Nicaragua and Honduras, poised on the Mosquito Coast like a pearl waiting to be discovered.

There’s just one small complication: Poyais never existed. But that didn’t stop hundreds of people from buying land in it.

It also didn’t stop Gregor MacGregor – Scottish war veteran, charismatic charlatan, and all-round overachiever in the category “crimes requiring incredible confidence” – from building one of the most ambitious frauds in human history. His scheme involved everything from fabricated currencies to fake guidebooks to seven shiploads of settlers who genuinely believed they were sailing toward a life of prosperity, not a damp, mosquito-ridden jungle with no potable water and no MacGregorian monarchy waiting to greet them.

If this all sounds too preposterous to be true, allow me to introduce the man behind the mirage.

A family tradition of bad financial decisions

To understand why Gregor MacGregor attempted to sell a fictional country, it helps to know that he came from a line of men who made spectacularly poor financial choices.

His grandfather – also Gregor MacGregor – was among the many unfortunate souls wiped out by the South Sea Bubble of 1720 (sound familiar? I wrote about that one last week). That bubble, in its own infamous way, was the prototype for every future speculative fiasco: dazzling promises, mounting hype, national hysteria, and the inevitable financial face-plant. The elder MacGregor lost his fortune, his dignity, and presumably any capacity to hear the phrase “once-in-a-lifetime investment opportunity” without breaking into hives.

The younger Gregor appears to have learned exactly one lesson from this family tragedy: if you can’t beat a scam, be the scam.

And so, at sixteen, he sailed off to the Americas with the British Army, apparently convinced that the most efficient way to escape a financially cursed lineage was to collect new enemies on a new continent.

Soldier of fortune (and questionable judgement)

MacGregor spent his youth building a résumé that would make both a colonial administrator and a modern HR department break into a cold sweat.

He fought for Simón Bolívar, the Venezuelan revolutionary hero known as El Libertador. Along the way, MacGregor did the sorts of things young men do when they’re drunk on idealism and proximity to political icons: he left his wife, courted Bolívar’s famously beautiful cousin Josefa Antonia Andrea Aristeguieta y Lovera, and – naturally – invaded Spanish Florida.

His conquest of Amelia Island in 1817 remains one of history’s most baffling military operations. He arrived with a few hundred armed men, discovered almost nobody was there to oppose him, and immediately… invented a country. Instead of fortifying the island or preparing for Spanish retaliation, MacGregor spent his time designing flags, printing stamps, and issuing currency that worked entirely on the honour system. The Spanish, unamused by this new micro-nation emerging on their real estate, removed him promptly and without much effort.

But Amelia Island lit a spark in MacGregor’s imagination. If he could create a country accidentally, what might happen if he tried on purpose?

Welcome to Poyais. Population: zero

In London, MacGregor unveiled his magnum opus: Poyais, a Central American paradise so seductive it was almost plausible. Almost.

He claimed to be the “Cazique” – a title that sounded delightfully exotic to British ears – of an 8-million-acre kingdom blessed with gold-flecked rivers, fertile land, natural harbours, and Indigenous inhabitants who (very conveniently) adored British colonists and would gladly assist in their settlement.

MacGregor produced maps. He produced uniforms. He produced certificates of nobility. He produced Poyais dollars, which legitimate prospective settlers could purchase with their very real British pounds. He even wrote an entire guidebook under the pseudonym Thomas Strangeway, describing everything from the architecture of government buildings to the local climate.

His attention to detail was staggering. It also served an important psychological purpose: when someone lies to you with this much effort, you don’t question their sincerity – you question your own sanity. And so, in 1822, travelers boarded ships in Scotland clutching their Poyais guidebooks like golden tickets to a new life. One ship alone (the Edinburgh Castle) carried 250 immigrants. Most would never come home.

The jungle, the horror, and the terrible realisation

When the settlers arrived on the Mosquito Coast, they discovered the sort of scene that really should have tipped someone off during the planning phase: no port. No town. No Cazique. No currency. No anything.

The “nation” of Poyais turned out to be a swampy wilderness inhabited only by bewildered locals who had never heard of Gregor MacGregor, much less pledged allegiance to him.

The settlers tried to survive on whatever they could, but inevitably disease spread and supply ships failed to arrive. The lush forests MacGregor had rhapsodised about turned out to be impenetrable, wet, and filled with things that bite. Over two years, most of the colonists that attempted to find the mystical land of Poyais died.

In one of history’s most astonishing demonstrations of psychological loyalty, nearly forty survivors returned to Britain and defended MacGregor in court, insisting that they must have simply landed in the wrong place or misinterpreted their guidebooks.

The power of branding, ladies and gentlemen.

When London gets suspicious, try Paris

By late 1823, even the British (who were by then veterans of multiple financial catastrophes) began to suspect something was amiss. Questions were raised, documents were examined, and investors frowned in unison.

MacGregor did what any self-respecting con artist does under scrutiny: he took his act on tour. In Paris, he raised nearly £300,000 promoting Poyais as the next great investment destination. The French, perhaps feeling competitive after missing out on the Mississippi Bubble a century earlier, swallowed his story enthusiastically. But even Paris has limits. In 1826, French authorities attempted to convict him of fraud. MacGregor, slippery as ever, wiggled free and promptly boomeranged back to London. What’s that adage about try, try and trying again?

Here, the reception was a little chillier than it had been the first time around, and the Poyais scheme eventually sputtered out. As public enthusiasm waned, the imaginary kingdom faded from polite conversation. Not that it mattered to MacGregor. By then, he had decamped to Caracas, where he lived comfortably – wealthily, even – until his death at 58.

The man who got away with it

Despite engineering one of the most audacious cons in world history, Gregor MacGregor was never properly brought to justice.

The blame landed not on the charismatic fraudster with the impeccable tailoring and exotic title, but on the middlemen, organisers, and unlucky captains of those doomed voyages. People simply could not bring themselves to believe that MacGregor – the hero of Bolívar, the Cazique of Poyais, the dignified gentleman who spoke of civic plans and national infrastructure – had fabricated an entire country.

The victims preferred the story where they were unlucky, misled, or geographically confused instead of facing the truth: they had been duped by a man whose greatest skill was confidence.

That map of Poyais, recently acquired by rare-book dealer Daniel Crouch, is part historical curiosity and part monument to human credulity. A beautifully drawn example of how a lie, told with enough conviction, can take on the weight and shape of reality.

The echoes of Poyais

Modern readers may wonder how anyone could fall for such an absurd fabrication. But the truth is embarrassingly simple: people have always been seduced by the promise of a fresh start, a guaranteed return, a better life just beyond the horizon. Whether it’s a bubble, a memecoin on the blockchain, a revolutionary technology, or (on the rarest and most spectacular occasions) a country that does not physically exist, the pattern repeats.

The only real difference between Poyais and the speculative frenzies of today is that the survivors of the modern manias rarely return home insisting the CEO was a misunderstood visionary who simply misplaced the product. Also, we now have the internet, which makes it harder for the MacGregors of this world to get away with it.

Then again, we did have the Fyre Festival…

About the author: Dominique Olivier

Dominique Olivier is the founder of human.writer, where she uses her love of storytelling and ideation to help brands solve problems.

She is a weekly columnist in Ghost Mail and collaborates with The Finance Ghost on Ghost Mail Weekender, a Sunday publication designed to help you be more interesting. She now also writes a regular column for Daily Maverick.

Dominique can be reached on LinkedIn here.

Ghost Bites (Accelerate Property Fund | Deneb | eMedia | Frontier Transport | Growthpoint | HCI | KAL | Life Healthcare | Nampak | Novus | Sirius Real Estate | Tsogo Sun)

Ghost Bites

The Finance Ghost

28 November 2025

Ghost Bites (Accelerate Property Fund | Deneb | eMedia | Frontier Transport | Growthpoint | HCI | KAL | Life Healthcare | Nampak | Novus | Sirius Real Estate | Tsogo Sun)

Accelerate Property Fund flags positive distributable earnings (JSE: APF)

There’s been some strong recent momentum in the share price

In the past 30 days, Accelerate Property Fund is up 40%. That’s rather lovely from my perspective, as I went long recently based on what struck me as a turnaround story being ignored by the market. The release of the circular for the disposal of Portside was what gave me the comfort to go long. There had been a weird delay in the release of the circular that spooked the market, but eventually it came out. Dealing with the debt is absolutely key to this story and the sale of Portside will certainly help with that.

I also went and checked out Fourways Mall on my recent trip to Joburg, the “white elephant” mall that the fund is trying to turn into something that works. They will have their work cut out for them, but the macro story is a tailwind rather than a headwind at the moment.

To add to the positivity, a trading statement for the six months to September notes that the fund will swing from a distributable loss to distributable earnings of between R56 million and R58 million. Although there’s still no dividend (as one would expect), at least the fund is no longer going backwards!

Deneb’s earnings more than doubled (JSE: DNB)

Revenue growth has been seen across the group

Here’s a positive story around South African business conditions: Deneb grew revenue by 22.4%. Although some of this growth was in the lower margin segments (and hence gross profit was only up by 14.2%), that’s still a great outcome. Operating costs increased just 2.7% on a like-for-like basis and 8% overall.

Numbers like these can only mean one thing: a great performance in operating profit, up 37.2%. Once you include the interest cost savings of a lower average debt balance and less onerous interest rates, you get to HEPS growth of 101%. Yes, HEPS more than doubled!

The Branded Product segment was where you’ll find the excitement, with revenue up 81%. This is also where you’ll find the substantial mix effect on gross margin, as IT products (hardware and software) were the biggest source of growth. Gross profit was up 19.6% and operating profit rose by a rather ridiculous 368% in this segment to R34 million.

In the Manufacturing segment, they managed to improve operating profit by 27.5% despite a 1% drop in revenue. That’s just as well, as this is the most important segment with operating profit of R99 million.

Deneb is also in the process of reducing its property exposure. If they can reallocate capital into areas that are capable of producing this kind of growth, then that will be the right decision for shareholders.

Despite pressure on revenue, eMedia grew earnings (JSE: EMH)

Advertising revenue is in decline

Traditional TV businesses aren’t easy to manage. Although eMedia tends to outperform the market for advertising revenue, they are still swimming upstream in that market. This is why revenue is down 3.2% for the six months to September.

Thankfully for investors, they’ve done a great job of reducing expenses. Although there are some once-offs in these savings, they still deserve credit for operating profit growth of 5.2% and HEPS growth of 20.9%. As a cautionary tale though, the dividend is flat at 14 cents per share.

In an effort to diversify beyond this reliance on advertising revenue, eMedia is executing transactions like the acquisition of a stake in Pristine World. They want to collaborate on international projects and earn more revenue from the content production industry. It sounds good in theory, although I remain concerned about the valuation behind that deal.

eMedia is a value investor favourite as the stock trades on a very low multiple. This reflects concerns around the trajectory of the underlying industry, as cost reductions can’t make up for revenue pressure every year. The share price closed 7% higher on the day of these numbers, but it remains over 30% down year-to-date.

Frontier Transport: earnings down, dividend up (JSE: FTH)

Golden Arrow Bus Services has been having a tough time

Frontier Transport is one of those JSE-listed companies that generally releases solid results, even though the underlying operations aren’t exactly what you would describe as a sexy business. But in the six months to September, the growth story ran out of road.

Revenue has dropped by 5.7% as Golden Arrow contended with substantial competition in passenger volumes from Metrorail lines and new taxi licences. There’s also a great line in the results about how bus passengers bear the brunt of roadworks and traffic, while taxis use “questionable driving behaviour” to get passengers through the traffic faster! Although there are other segments in the group, a bad time for Golden Arrow is almost certainly a bad time for shareholders as well.

Concerningly, the group’s operating expenses increased by 6% despite the drop in revenue. There doesn’t seem to be much flexibility to constrain expense growth during a period of weak revenue.

Once you add on the higher debt levels from the investment in electric buses, HEPS fell by a nasty 13.7%.

The only silver lining here is a 6.9% increase in cash dividends. I would view this cautiously though, as that dividend trajectory clearly isn’t sustainable if earnings continue to suffer.

The portfolio tilt continues at Growthpoint (JSE: GRT)

Of course, the V&A Waterfront remains the jewel in the crown

Growthpoint released an update covering the three months to September 2025. It includes a number of interesting strategic and operational elements.

The company previously set a target to offload assets of R3.5 billion in the year ending June 2026, with the main goal being to reduce exposure to B-grade offices and other non-core properties in the retail and industrial sectors. They are looking at getting out of deteriorating CBDs as well. In other words, the Growthpoint strategy can be described as a flight to quality, supported by the capital deployment strategy that will focus on the Western Cape and development pipeline opportunities at the V&A Waterfront in the next three to five years.

In this quarter, sales worth R391.6 million were achieved at a very slight discount to book value. They expect to get to R3.6 billion in disposals for the year, ahead of the original target.

In the South African portfolio, vacancies came down from 8.2% to 7.4% – the lowest level since June 2019! That’s a positive story for the economy as a whole. In the retail portfolio, footfall was up 3% and trading density increased by 5% on a last-twelve-months basis (at least, I think they are talking about a twelve-month period – the disclosure isn’t 100% clear).

The office sector vacancies are steady at 14.6%, although the regional trends are incredible: the Western Cape vacancies are just 3.3%, while Gauteng sits on an ugly 19.2% and KZN is on just 1.3%.

In the logistics and industrial sector, the vacancy rate has improved from 4.1% to 2.5%, the lowest level in over a decade. The regional picture is much more consistent here, showing how Gauteng is still an economic workhorse despite having such a severe supply-demand imbalance in office property.

The announcement goes into tons of detail around capital deployment opportunities, including the strategic partnership with Cape Winelands Airport to co-develop and manage a mixed-use aviation precinct in the Western Cape. Again, this speaks directly to the current capital allocation strategy.

As for the all-important V&A Waterfront, EBIT grew by 5% – a subdued performance due to the decommissioning and redevelopment of The Table Bay Hotel. Like-for-like EBIT growth was 16% though, with tourism as a major boost to the property.

Naturally, Growthpoint benefits from lower interest rates, with the weighted average cost of funding improving by 30 basis points to 8.6%. A decrease in rates helps the entire REIT sector.

Much as there are exciting moves in the underlying portfolio, Growthpoint still has exposure to many difficult assets in South Africa. This is why distributable income per share is expected to grow by between 3% and 5% for FY26. Hopefully this will improve over time as the shape of the portfolio changes.

Coal mining: the unexpected hero at Hosken Consolidated Investments (JSE: HCI)

Much smaller losses in oil and gas had an even bigger impact

HCI is the mothership for a number of business interests that include a few of the other companies referenced in Ghost Bites today (Deneb / eMedia / Frontier Transport / Tsogo Sun). I therefore won’t go into any further details on these areas as they are covered elsewhere. HCI also has extensive other business interests, like coal mining and oil and gas, so I’ll focus there in this section.

Before we get into the details, we can deal with the most important news: HEPS has jumped by a juicy 74% for the six months to September. The dividend is up 20%, so not all of this is coming through in cash, but it’s still a great story for investors. The net asset value per share is up by 4%.

Looking at the segments, there’s no “bad” news in this period like we saw in the last period. Almost every segment has improved year-on-year, in some cases by a huge margin. Some of these are non-cash items related to revaluations, like the oil and gas prospecting business which recorded a headline loss of R22.2 million vs. a huge loss of R264 million in the comparable period. Another important move is in the coal business, which speaks directly to cash earnings. Thanks to better sales volumes and operational gains from quality improvements, headline earnings increased by 173% in coal to R103 million.

My concern around HCI hasn’t changed though: over half of group headline earnings is derived from the gaming industry. As you’ll see lower down in Tsogo Sun, that’s a tough space.

KAL Group’s revenue hurt by fuel deflation, but profits look good (JSE: KAL)

Agrimark did the heavy lifting in this period

KAL Group released results for the year ended September. Although revenue was down 6.6%, the vast majority of this decline was thanks to fuel price deflation. That’s great news for consumers and not such good news for owners of forecourts.

Thanks to a significant improvement in group gross margin, gross profit was up 3.9% and EBITDA increased 7.5%. HEPS was up 10.6% and the dividend increased by 16.7%, a remarkable outcome in the context of that revenue drop.

Looking deeper, the Agrimark business grew revenue by 6.4% and enjoyed a 70 basis points increase in gross profit margin to 11.4%. Although operating expenses grew by 7.5% (and thus ahead of revenue), the gross profit margin gains were enough to take profit before tax growth to 12.8%.

The other interesting segment worth looking at is PEG, where the impact of fuel deflation was felt the most, with fuel revenue dropping by around 15%. The retail business grew revenue by 1.4%, so the savings at the pumps didn’t really translate into more spend at the forecourt shops. Still, the relatively lower contribution of fuel means that gross profit margin was up from 13.4% to 15.2%, mitigating some of the pain. Attributable recurring headline earnings fell by nearly 7%.

KAL’s share price has been volatile this year, currently down around 8% for the year.

If you look through the complicated numbers, Life Healthcare is growing (JSE: LHC)

Sometimes, normalised earnings really are necessary

Life Healthcare recently sold Life Molecular Imaging (LMI), locking in a post-tax profit that wouldn’t be included in continuing operations. But due to an agterskot-type payment due to the previous owners of LMI based on the selling price achieved, a liability gets recognised and then adjusted through continuing operations. This creates an accounting distortion that makes the numbers harder to work with.

Revenue is thankfully unaffected, so revenue growth from continuing operations of 6.0% (boosted by paid patient days increased by 1.1%) is a helpful number. Normalised earnings per share increased by 10.1%, so there’s some margin expansion there. And perhaps most importantly, the final cash dividend is up 12.9%, so that gives some credence to the double-digit growth story.

Other than the amount owed to the previous owners of LMI, the group has almost no debt on the balance sheet. This puts them in a strong position going forwards, with various capex projects on the table to expand the group.

Nampak’s earnings more than tripled (JSE: NPK)

This is yet another great turnaround story on the local market

Nampak has released a trading statement dealing with the year ended September 2025. Brace yourself: the numbers are rather spectacular.

At the halfway mark this year, Nampak’s HEPS from continuing operations was up by 5%. But for the full year, this metric has more than tripled! Interestingly, it’s not that the second half of FY25 has been insanely good. If you look at the numbers, Nampak’s interim HEPS was R56.84 and the expected full year number is between R101.00 and R107.00. This means that the second half this year was actually softer than the first half, with wild distortions in the base period driving this much higher year-on-year growth for the full year vs. the interim period.

HEPS from total operations is an even more volatile story, coming in at between R119.50 and R122.00 this year vs. just R13.78 in FY24.

There are clearly some significant distortions in the year-on-year comparison, so the better thing to focus on here would be the guided earnings range rather than the percentage move. If we use continuing operations (the correct thing to do), then the Price/Earnings multiple is around 5.3x. The stock is trading at close to the 52-week high and it might push higher based on these numbers.

Novus dragged down by the Education segment (JSE: NVS)

Doing business with the government isn’t fun

Novus released results for the six months to September. Revenue was up by just 1% and operating profit almost halved to R102.5 million. HEPS was down 55%, so profitability really took a dive in this period. As per last year, there’s no interim dividend for shareholders.

The problems sit in the Education segment, where revenue fell by 64.9% thanks to delays in the Department of Basic Education (DBE) finalising the foundation phase catalogue. So far, the Maskew Miller Learning acquisition isn’t working out well, but perhaps lumpy revenue is coming down the line when the DBE finally gets its act together.

The Print segment managed growth of 0.5%, which barely touches sides in terms of offsetting problems elsewhere. The group structure includes the Print, Publishing and Distribution segment for the first time, which is why they specifically carved out the revenue in Print to give a sense of the legacy performance. This is an industry in flux, as evidenced by newspaper tonnage collapsing by 44.5%!

Just to add insult to injury, the Packaging segment experienced a drop in revenue of 6.2%.

The group has R741.7 million on the balance sheet, of which R309.4 million is ring-fenced for the mandatory offer to Mustek (JSE: MST) shareholders that has been such a tenuous process with the regulator. The TRP investigation is ongoing.

Sirius Real Estate locks in another acquisition in Germany (JSE: SRE)

This is the fund’s fifth business park in Hamburg

The capital deployment journey continues at Sirius Real Estate, with the latest deal being the acquisition of a multi-tenant business park in Hamburg, Germany for €31.9 million. The fund notes that they have other properties in the region, so there are some operational synergies from having properties fairly close together (although the closest one is a 30-minute drive).

The EPRA Net Initial Yield for the deal is 6.1%. As you would expect from a Sirius acquisition, there’s upside from actively managing the property. The current occupancy rate is 89%, so they have the opportunity to fill the remaining space. There are also smaller tenants on shorter-dated leases (as usual), so that’s another opportunity for rental uplift. As for the anchors, there are two tenants contributing over 20% of the rent roll and the tenants are from a wide variety of sectors.

This takes the acquisition tally to over €340 million in calendar year 2025!

Looking ahead to 2026, Sirius expects the focus to be on deals in Germany rather than in the UK.

The slow burn continues at Tsogo Sun (JSE: TSG)

The casino business is a struggle

The rise of online betting / gambling has been a major discussion point this year. The biggest loser in this regard is the casinos, with spend on gambling being redirected from poker tables and slot machines to smartphone screens. These are large assets with extensive fixed costs, so pressure on volumes and footfall is really tough to manage.

For the six months to September 2025, Tsogo Sun’s income fell by 1%. Operating costs were kept flat, so adjusted EBITDA decreased by “only” 3% and adjusted EBITDA margin contracted by 80 basis points. Thanks to a decrease in net finance costs, HEPS actually increased by 1%. Talk about a sideways story!

As part of ongoing efforts to prioritise debt repayments and share buybacks, the interim dividend fell by 50%. They have little choice I think, as net debt has to come down when the demand environment is so weak. This is why the fund’s remaining 3.2% stake in City Lodge (JSE: CLH) is expected to be sold within a year or so, as those proceeds will go towards debt reduction. They are also selling off non-core assets where possible, like casinos in outlying areas.

Looking at the segmental performance, the fact that they start with the Online Betting division in the report really speaks volumes. Tsogo Sun has been struggling in this space, but things do seem to have improved considerably and they are now profitable in this space. Brace yourself though: they’ve sent a warning that profits may come under pressure due to the marketing and technology investment required to compete in this market.

In Casino and Hotel Precincts, revenue was down 0.8% and adjusted EBITDA fell by 4.4%. There aren’t exactly many highlights here, but at least they’ve received approval to develop a casino in Somerset West. They expect to allocate R1.29 billion in capex for that project.

Limited Payout Machines did well, with revenue up 4% and adjusted EBITDA up 5%. This division contributes 16% of the group’s EBITDA, so seeing an improvement in that space is helpful.

Along with a worrying regulatory environment that presents even more risks to the traditional casino model, I remain bearish on this space.

Nibbles:

Director dealings:
- Supermarket Income REIT (JSE: SRI) announced that three directors bought shares worth a total of almost R2.4 million.
- A director of Cashbuild (JSE: CSB) bought shares worth R236k.
- An associate of an independent non-executive director of Spear REIT (JSE: SEA) bought shares worth R230k.

Renergen (JSE: REN) and ASP Isotopes (JSE: ISO) announced that the date for fulfilment of remaining conditions has been extended to 30 January 2026. At least the Competition Commission approval is behind them, which allows the company to plan integration processes and start collaborating in the meantime.

Exxaro (JSE: EXX) is acquiring majority stakes in two operational renewable energy assets, along with the company responsible for the operations and maintenance. The purchase price is R1.7 billion – R1.8 billion, so this is a large transaction despite being outside of the traditional mining business! Essentially, they are trying to offset the coal business from a “green” perspective by holding renewable energy businesses as well.

Pan African Resources (JSE: PAN) has completed work on feasibility and prefeasibility studies to process the Soweto cluster tailings storage facilities, acquired by the group in 2021 as part of the Mintails SA transaction. They looked at two potential approaches, with the preferred one being an integrated expansion circuit that has a lower capital requirement and superior returns. They need to just finish the definitive feasibility study for this approach, something they hope to do by June 2026. The capital cost is around R2.8 billion and the estimated real ungeared IRR is a lovely 29.4% at $2,800/oz for gold. If they use $3,500/oz, the return is 40.2%! In further happy news, the group expects to be debt-free by February 2026 thanks to high gold prices. They are also expanding capacity through the optimisation of operations at the Mogale Tailings Retreatment (MTR) complex.

African Media Entertainment (JSE: AME) is a really interesting business because of the underlying radio and media assets that consumers will recognise. There’s very little liquidity in the stock unfortunately. For the six months to September, revenue was up 17% and operating profit increased by 10%, so they are in the green but also dealing with some margin pressures. HEPS is up 15% – a strong outcome. The dividend was flat at 120 cents per share though, with a slight dip in the cash balance due mainly to repayments made on the Absa loan.

Huge Group (JSE: HUG) released results for the six months to August. The company uses investment entity accounting rules, which means they apply their own fair value lens to all their assets. The net asset value per share has dropped by over 3% in the past year, although the gap between the NAV per share and the share price is the thing that is truly huge: the company trades at a discount of over 85% to the NAV! It takes only a few minutes of digging to figure out why: as I’ve noted many times before, the biggest individual position is the preference shares held in Huge Connect, which the company somehow values on a required rate of return of 11.5%. The drop in SA government bond yields has made this more palatable than before (the current yield is 8.6%), but the market is still sending a clear message to management about how inflated the balance sheet values seem to be vs. what the market is willing to pay for them. The share price is down 40% year-to-date.

Nutun (JSE: NTU) – the business process outsourcing remains of the old Transaction Capital structure – released a trading statement for the year ended September. They’ve been on a two-year restructuring process, so they are guiding for improved profitability going forwards. But in the meantime, investors have to suffer the sight of a headline loss of R108 million to R117 million for the year ended September. At least that’s better than the headline loss of R170 million in the comparable period!

The game of ping-pong at Labat Africa (JSE: LAB) continues. In the disposal of their healthcare segment, they’ve now gone back to 64P Investments after negotiations with All Trading fell over. They are only selling some of the subsidiaries in the healthcare segment now, with a price on the table of R10 million for a segment with NAV of R5.3 million. Previous negotiations were to sell off the entire segment for R23 million. At least they are getting rid of some of the legacy assets, with these particular assets having suffered a loss of R323k for the period ended May.

On a busy day, Acsion’s (JSE: ACS) results get bumped to the Nibbles section because of relatively low liquidity in the company’s stock. The fund has a market cap of R3 billion, reminding us that liquidity is a function of how tightly held the shares are vs. the size of the company. For the six months to August, revenue was up 8% and HEPS increased by a juicy 45%. The interim dividend increased by 22%. To add to the happiness, the NAV per share increased by 14% to R31.81. The share price is trading at just R7.60, so the market is clearly giving very little credit to that NAV.

Copper 360 (JSE: CPR) also lands down here on a busy day, mainly because the focus is more on the capital raise rather than the broken underlying story. For the six months to August, revenue was down 3% and total operating expenses increased 15%, so you can already tell that the bottom of the income statement won’t be pretty. Sure enough, the loss for the period severely worsened from R78 million in the comparable period to R132 million in this period.

Optasia (JSE: OPA) announced that no further stabilisation transactions will take place, as the stabilisation manager (Standard Bank) feels that the current performance of the freshly listed shares in the market is adequate.

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

DealMakers

Marylou Greig

27 November 2025

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

Exchange-Listed Companies

Exxaro Resources, through its wholly owned subsidiary Cennergi Holdings, has acquired from ACCIONA Energia majority stakes in two operational renewable assets generating a combined gross 213 MW of energy. For a purchase price of between R1,7 billion and R1,8 billion, Exxaro will acquire 100% of Acciona Energy South Africa which owns a 54.9% stake in each of Gouda Wind Far and Sishen Solar Photovoltaic Farm in the Western Cape and the Northern Cape respectively. In addition, Exxaro will take ownership of an 80% stake in Acciona Energy South Africa O&M, the associated entity for operation and maintenance of the assets. The purchase consideration will be discharged in cash through Exxaro’s existing cash reserves and undrawn bank facilities.

Sirius Real Estate has acquired a multi-tenant business park located in Hamburg-Rothenburgsort, northern Germany’s largest continuous industrial area. For a purchase consideration of €31,9 million, the EPRA Net Yield is 6.1% with the park currently generating annualised rent of €2,15 million, with an 89% occupancy.

Hammerson has acquired the remaining 50% interest in The Oracle, Reading, from its joint venture parter, a subsidiary of Abu Dhabi Investment Authority. Hammerson will pay a headline price of £104,5 million for the stake which is expected to be c.5% accretive to the Group’s financial 2026 earnings. In line with its growth strategy, this is the fourth joint venture buyout in just over a year.

In line with its strategy to reduce debt by 50% by de-leveraging its balance sheet through the disposal of non-fishing assets, Sea Harvest has disposed of Ladismith Cheese Company to a subsidiary of Woodlands Dairy which is 74.99% owned by Gutsche Family Investments. The purchase consideration, to be determined on its enterprise value of R840 million will be adjusted in terms of the agreement. Prior to the implementation of the disposal, Sea Havest will implement a restructure of the shareholding of Ladismith Cheese in terms of which Ladismith Cheese and its subsidiaries Ladismith Powder and Mooivallei will become direct subsidiaries of Sea Harvest rather than a subsidiary of Cape Harvest Food. The disposal constitutes a category 2 transaction.

Last week Labat Africa informed shareholders it had re-engaged with All Trading, a company owned by two directors of Labat following the failed deal announced in October with 64P Investment. This week the proposed deal with All Trading which entailed the disposal by Labat of its Healthcare assets comprising shareholdings in CannAfrica, Sweetwaters, BioData, The Highly Creative, African Cannabis Enterprises and Labat Healthcare for a purchase consideration of R23 million has also been terminated. Following the withdrawal by All Trading, Labat has accepted an improved offer from 64P Investments for some of the subsidiaries in the Healthcare segment.

Vodacom’s 2021 announcement of the acquisition of a 30% stake in Maziv, has received the final outstanding approval from ICASA. The transaction will be implemented on 1 December 2025.

Metrofile shareholders approved the scheme of arrangement which will see the company delist on 20 January 2026. Shareholders were offered a cash consideration of R3.25 per offer share valuing the take private of the company at R1,37 billion.

At the general meeting shareholders approved the offer by Safari Investments RSA to acquire a 38.72% stake in the company (excluding the 59.2% stake held by Heriot REIT) for R791,88 million, representing R8.00 per share. The company is expected to be delisted on 23 December 2025.

Unlisted Companies

Ata Fund II (Ata Capital) has successfully exited its investment in Novare, a Johannesburg-based diversified financial services company providing investment solutions with operations across the African continent. The 26% stake was sold to management for an undisclosed sum.

Managed ICT and IoT solutions provider Metacom, has acquired Isenzo Broadcasting, a developer of software applications for digital signage and customer engagement and the architect behind the Metacom Multimedia Centre. The acquisition builds on a seven-year collaboration between the two companies. Financial details were undisclosed.

Competition Commission approval has been granted for the acquisition by US luxury apparel group Ralp Lauren to acquire the Polo brand in South Africa owned by South African company LA Group. The deal brings an end to decades of trademark legal cases between the two entities.

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

Weekly corporate finance activity by SA exchange-listed companies

DealMakers

Marylou Greig

27 November 2025

Weekly corporate finance activity by SA exchange-listed companies

OUTsurance (OGL) has issued 388,661 shares to shareholders holding 890,130 OUTsurance Holding (OHL) shares valued at R28,15 million. This increases OGL’s stake in OHL to 92.78% with the remaining 7.22% stake held by directors and management.

Tiger Brands has given R4,4 billion to shareholders by way of a final special dividend of R27.10 per share, declared out of income reserves. This, together with the interim special dividend of R12.16 per share, bring the total special dividend for the year to R39.26 per share.

Investec ltd has, in line with its share purchase and buy-back programme of up to R2,5 billion (£100 million), announced further transactions. Over the period 20 – 25 November 2025, Investec ltd purchased on the LSE, 804,882 Investec plc ordinary share at an average price of £5.4409 per share and 485,811 Investec plc shares on the JSE at an average price of R123.7518 per share. Over the same period Investec ltd repurchased 3321,635 of its own shares at an average price per share of R123.7917. The Investec ltd shares will be cancelled, and the Investec plc shares will be treated as if they were treasury shares in the consolidated annual financial statements of the Investec Group.

Africa Bitcoin commenced trading in the US on the OTCQB Venture Market on 26 November 2025. This provides investors globally with an additional channel to access the shares. Trading on this platform has no foreign share register, no depositary receipt structure and no offshore custodial arrangement. Shares traded in this market remain settled and held within South Africa via the JSE and Strate systems.

Cell C placed 102 million shares, representing one-third of its shares in a pre-listing private placement raising R2,7 billion with shares priced at R26.50, below the price range of R29.50 to R35.50 per share in the pre-listing document. The company listed 340 million shares in the Telecommunications Services sector on the Main Board of the JSE on 27 November, with share price closing the day R27.50, giving the company a market capitalisation of R9,3 billion. This compares with MTN (R301,5 billion) Vodacom (R285,1 billion) and Telkom (R25,7 billion).

As set out in the Optasia pre-listing statement Standard Bank, as stabilisation manager, was required to sell up to an additional 44,665,332 shares representing (at the Offer Price) an aggregate amount of R849 million, in connection with any stabilisation potentially required to support the market price of the shares to the extent it fell below the Offer Price during the Stabilisation Period. A total of 8,852, 556 shares, comprising 19.82% of the Overallotment Option, have been purchased which will be distributed to the overallotment shareholders.

This week the following companies announced the repurchase of shares:

In October 2025, Tsogo Sun commenced with a share buy-back programme and has acquired 9 million shares to the value of R59,7 million. The repurchased shares have been cancelled and delisted.

In May 2025 Tharisa announced it would undertake a repurchase programme of up to US$5 million. Shares have been trading at a significant discount, having been negatively impacted by the global commodity pricing environment, geo-political events and market volatility. Over the period 17 to 21 November 2025, the company repurchased 10,400 shares at an average price of R21.66 on the JSE and 313,375 shares at 95.84 pence per share on the LSE.

In October 2024, Anheuser-Busch InBev announced a US$2 billion share buy-back programme to be executed within the next 12 months which will result in the repurchase of c.31,7 million shares. The shares acquired will be kept as treasury shares to fulfil future share delivery commitments under the group’s stock ownership plans. During the period 17 to 21 November 2025, the group repurchased 697,413 shares for €37,11 million.

On 19 February 2025, Glencore announced the commencement of a new US$1 billion share buyback programme, with the intended completion by the time of the Group’s interim results announcement in August 2025. This week the company repurchased 9,600,000 shares at an average price per share of £3.57 for an aggregate £34,32 million.

South32 continued with its US$200 million repurchase programme announced in August 2024. The shares will be repurchased over the period 12 September 2025 to 11 September 2026. This week 1,666,634 shares were repurchased for an aggregate cost of A$5,25 million.

The purpose of Bytes Technology’s share repurchase programme, of up to a maximum aggregate consideration of £25 million, is to reduce Bytes’ share capital. This week 222,215 shares were repurchased at an average price per share of £3.43 for an aggregate £761,359.

In May 2025, British American Tobacco extended its share buyback programme by a further £200 million, taking the total amount to be repurchased by 31 December 2025 to £1,1 billion. The extended programme is being funded using the net proceeds of the block trade of shares in ITC to institutional investors. This week the company repurchased a further 629,180 shares at an average price of £42.40 per share for an aggregate £26,66 million.

During the period 17 to 21 November 2025, Prosus repurchased a further 1,069,070 Prosus shares for an aggregate €69 million and Naspers, a further 413,705 Naspers shares for a total consideration of R494,1 million.

Eight companies issued a profit warning this week: Spar, Cilo Cybin, Copper 360, Novus, Mantengu, Trematon Capital Investments, Nutun and Accelerate Property Fund.

Five companies issued or withdrew a cautionary notice: Ascendis Health, Trustco, MTN Zakhele Futhi (RF), Mantengu and Labat Africa.

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

Business Rescue Practitioners: the dealmakers of the future

DealMakers

Tobie Jordaan and Jess Osmond

27 November 2025

Business Rescue Practitioners: the dealmakers of the future

For many years, “business rescue” has been a phrase that made company directors and lenders uneasy. It carried the sense of failure, of a business reaching a dead end. In boardrooms, its mention often brought to mind job losses, creditor disputes and liquidation sales.

But that perception is changing. In South Africa, business rescue has evolved into one of the most effective and creative tools for restructuring and dealmaking. It is no longer merely a defensive measure to delay collapse; it has become a strategic process for unlocking value, facilitating acquisitions, and preserving businesses that would otherwise be lost.

At the heart of this shift is a new breed of professional: business rescue practitioners who are not traditional insolvency specialists, but restructuring specialists. They bring commercial and financial insight into distressed situations, often shaping outcomes that deliver real value. Increasingly, they are becoming the dealmakers of the future; professionals who can turn moments of financial distress into structured opportunities for investors, creditors and employees alike.

Recent South African examples illustrate this evolution. The restructurings of Rebosis Property Fund, the sale of West Pack Lifestyle, and the earlier turnaround of AutoTrader show how business rescue can act as a bridge between crisis and opportunity. These are not stories of collapse, but of reinvention – of brands surviving and thriving under new ownership. They show how business rescue can serve both as a lifeline for struggling companies, and as a springboard for investors looking for structured opportunities in the distressed market.

Business rescue provides a legal and commercial “safe harbour” for companies facing financial pressure – a chance to pull off the highway, take stock, and chart a new route before getting back on the road. It gives management the space to reorganise, while protecting against creditor action and creating a stable environment for negotiations. For investors, this creates a unique opportunity. Deals can be structured within a regulated framework, with defined timelines and transparent processes. Buyers can often acquire assets free from legacy liabilities, allowing the business to restart cleanly and sustainably. Because the process is governed by statute and subject to court oversight, outcomes carry enforceability and certainty rarely found in informal restructurings.

Unlike liquidation, where value is eroded and operations cease, business rescue is designed to preserve going-concern value. It protects employees, maintains business continuity, and supports competitive sale processes that help achieve better recoveries for creditors. In an economy marked by volatility, weak demand and tight liquidity, that structure and predictability are invaluable.

The role of the business rescue practitioner has also changed significantly. Today’s practitioners act as strategists, negotiators and facilitators – coordinating stakeholders, engaging investors, and managing the commercial process from stabilisation through to exit. Empowered by the provisions of Chapter 6 of the Companies Act, business rescue practitioners are uniquely positioned to design and execute transactions that balance competing interests and unlock value. Supported by legal representation, they are financial advisors who, through the business rescue process, are also able to act, in many respects, as investment bankers — the glue that holds complex restructurings together.

In many ways, they are the navigators who help distressed companies find a new path when the road ahead seems blocked. By bridging the gap between law and commerce, practitioners have become key enablers of South Africa’s modern restructuring ecosystem.

Business rescue also offers features that make it particularly suited to structured transactions. Outcomes are guided by a statutory plan and subject to oversight, which reduces the risk of challenge or reversal. Buyers often acquire businesses free from old liabilities, providing a clean foundation for growth. The process itself is controlled and transparent, giving stakeholders visibility and confidence, while structured and accelerated sale processes typically attract more bidders and deliver better value than informal distressed sales.

Two mechanisms stand out as powerful levers in this environment: post-commencement finance (PCF), and the acquisition of secured claims. PCF keeps a business trading through the rescue process, and gives financiers both repayment priority and influence over key decisions. For investors, providing PCF is often the best way to gain a seat at the table and help shape the direction of the restructuring. Similarly, acquiring secured claims – as seen in the Murray & Roberts restructuring – allows investors to step into the position of major creditors. With that voting power comes the ability to drive outcomes that preserve value and create long-term strategic advantage.

The message for boards and investors is clear: business rescue is not the end of the road; it is a reset button. It creates the space for reinvention, the structure for credible transactions, and the framework for real value recovery. Those who learn to engage early – by identifying distressed assets, providing PCF, acquiring claims, and partnering with practitioners – will be best placed to seize the opportunities that these processes create.

When the market begins to see business rescue through this positive lens, business rescue practitioners will rightly be recognised as the dealmakers of the future; the professionals who help turn financial dead ends into new routes, and guide South African businesses back onto the road to recovery.

Tobie Jordaan is a Partner and Jess Osmond a Senior Associate | Bowmans South Africa

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

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

South Africa’s retail revolution

DealMakers

Ben Lowther and Mike Adams

27 November 2025

In the shadow of South Africa’s sluggish economic recovery, where GDP growth has hovered below 1% for several years and total retail sales growth has been anaemic, the retail sector is undergoing a seismic transformation.

Gone are the days of siloed shopping experiences; in their place, a bold revolution is unfolding. South African retailers, no longer content with capturing a single sale transaction, are now engineering comprehensive customer ecosystems that weave together shopping, delivery, financial services and loyalty into seamless digital portals.

This isn’t mere convenience; it’s a calculated bid to dominate the “share of wallet” in a low-growth environment, where every rand counts. This shift is not just reshaping consumer habits – it is likely to fuel a wave of mergers, acquisitions and collaborations that could redefine the power dynamics across the retail, banking and cellular sectors.

The ecosystem builders

At the vanguard are South Africa’s major retailers, leveraging unique strengths to build multifaceted platforms and vying with SA’s banking giants, cellular operators, and fintech players to capture spend.

Shoprite, via Checkers Sixty60, pivoted from high-velocity essentials to a full-service retail hub. What began as ultrafast grocery delivery now includes meal planning, exclusive deals and financial nudges, capitalising on the 20 million-plus daily customer touchpoints the group commands.

Meanwhile, The Foschini Group (TFG) has deployed Bash to unify its retail portfolio (apparel, homeware and sportswear) into a lifestyle companion. Bash is a personalised curator of fashion, styling advice, credit offerings and rewards benefits, drawing on TFG’s expertise to enhance customer retention.

E-commerce leader, Takealot has transcended pure retail by integrating its proprietary fleet and the Mr D food platform, resulting in an unparalleled logistics business. It is now expanding its suite of solutions to include a marketplace and fulfilment product to support other merchants’ e-commerce offerings.

Weaver Fintech, having put financial services at the core of its business, leveraged its Homechoice retail legacy to build a two-sided marketplace. It now serves consumers with integrated retail and financial services (PayJustNow® Buy now, pay later (BNPL) and FinChoice credit), while expanding the e-commerce reach of over 3,300 merchants.

Starved of organic growth due to macroeconomic headwinds and high interest rates, retailers are aggressively encroaching on adjacent territories. Financial services, once exclusive to banks, are a lucrative expansion, with retailers eyeing BNPL, cryptocurrencies, embedded micro-loans and insurance to boost wallet share and lifetime value.

Accelerants and AI

The revolution is not happening in a vacuum.

It’s propelled by South Africa’s high smartphone penetration (surging past 90% of adults), which has turned every pocket into a storefront.

The real accelerants are infrastructural leaps. Delivery ecosystems have matured dramatically, especially in groceries, where same-day or even same-hour fulfilment is standard. Checkers Sixty60 boasts sub-60 minute delivery in urban hubs, far exceeding the capability and reliability of a decade ago. Fintech advancements complement this: Peach Payments and PayU enable diverse, convenient payment options (including payments spread over time), while embedded insurance via platforms like Pineapple or Naked streamlines coverage.

Loyalty programmes have levelled up from punch-card relics to sophisticated engines of stickiness. Retailers have established branded Mobile Virtual Network Operators (MVNOs), adding products that offer airtime as a new loyalty currency. Integrated across apps, they offer tiered rewards, cashback, and personalised perks. TFG’s Rewards programme syncs with Bash, offering cross-category bonuses. This sophistication is a moat against discounters and pure-play e-tailers (like Shein and Temu), turning browsers into evangelists.

The emergence of Artificial Intelligence (AI) supercharges this by allowing retailers to build bespoke credit scoring solutions from transaction data, automatically match customers with financial products, manage large support volumes, and monitor for fraud.

Risks and collaborative imperatives

The evolution is intriguing due to incumbents attacking from divergent flanks, each informed by their DNA. Shoprite’s edge is its grocery fortress: over 2,800 stores and private labels fund Sixty60, which mines data from frequent, low-value interactions to predict needs. TFG thrives on its diversified stable (Foschini, @Home and Sportscene), using Bash to curate “shop the look” experiences that blend online discovery with in-store try-ons. Takealot, the digital native, leads with scale and convenience: its 2024 marketplace, GMV, topped R50bn, bolstered by a fleet handling 10 million parcels annually, positioning it as a logistics backbone.

Yet, this ambition carries risks and opportunities for adjacent sectors.

Retailers’ finance foray poses a credible threat to banks, given their massive, overlapping customer bases. Shoprite alone serves 25 million shoppers monthly; imagine those distribution touchpoints laced with instant credit or savings tools, with zero incremental acquisition cost. Banks, with entrenched legacy infrastructure, must contend with “shoppertainment” apps that erode transactional primacy. Retailers, however, tread warily.

Unfamiliar with the labyrinth of financial sector regulations, and coupled with a cautious Reserve Bank, retailers risk missteps in compliance-heavy domains like lending or insurance. Fintech players, such as Weaver Fintech and Shop2Shop, are also providing services that may soon face heavier regulation.

We’re witnessing a proliferation of cross-sector pacts, blending retail’s reach with finance’s rigor. FNB’s eBucks partners with Pick n Pay (PnP) and Spar to amplify rewards (eBucks users spend 30% more). Shoprite’s tie-up with Absa embeds banking services (account openings, remittances) directly into its app, leveraging Absa’s regulatory expertise. Takealot collaborates with PnP on hyperlocal deliveries, merging e-commerce with physical store pickups. The latest is Dis-Chem’s partnership with Capitec to link financial rewards with health behaviour (Better Rewards).

These alliances are strategic imperatives. Retailers gain finance credibility and scale without building from scratch; banks tap granular consumer data. For dealmakers, it’s a greenfield for advisory: structuring collaborations demands navigating commercial objectives, revenue/profit shares, administrative hurdles (like POPIA compliance), and anticipating antitrust scrutiny from the Competition Commission.

M&A and the future

Beyond partnerships, the revolution demands portfolio recalibration.

Retailers are divesting non-core assets to fund complementary bets: fintech stacks, AI-driven personalisation, and last-mile tech. Omnichannel mastery is non-negotiable: e-commerce must sync with bricks-and-mortar, as seen in TFG’s “buy online, pick up in-store” surge, which boosted conversion by 25% last year. Investments in drone deliveries (piloted by Takealot) and blockchain signal a future where efficiency trumps volume.

This convergence will likely drive cross-sectoral M&A activity. Scale begets scale: expect consolidation among mid-tier players, with leaders like Shoprite eyeing tuck-in acquisitions for fintechs or logistics startups.

Portfolio refinement will drive additions and divestitures (e.g., Pepkor’s acquisition of Retailability’s Legit and other brands). Collaborations will proliferate, blending retail with telco spectrum (Vodacom/Mr D Food) or insurtech innovators.

As macroeconomic clouds linger, those who master these ecosystems will own the wallet.

The question is not if more deals will flow, but who will orchestrate them.

Ben Lowther is Lead Transactor and Mike Adams is Head of Tech, Media & Telecom M&A | RMB

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

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

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