Friday, February 6, 2026
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Ghost Bites (Fairvest | Mantengu | Premier Group – RFG Holdings)

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Fairvest invests deeper in township fibre (JSE: FTA)

This may sound very random for a REIT, but there’s a yield and an upliftment of areas in which Fairvest has properties

Fairvest has previously invested around R477 million in Onepath, a subsidiary of Fairvest that acquires fibre network infrastructure in townships and leases it to Fibertime Networks (US spelling for some reason). The claim to fame is that households can be connected on a pay-as-you-go model for just R5 a day, which is fantastic.

But why would a REIT do this? Well, there are two main reasons.

The first is that the investment actually generates returns, in this case an annualised yield of 14.9% from November 2024 to September 2025. There’s certainly nothing wrong with that, particularly as these are triple-net leases that put all the insurance and maintenance costs on Fibertime.

The second is that it gives Fairvest useful information about these communities, which in turn informs their decisions around township-adjacent retail properties. This is an important growth area in South Africa.

To further the strategy, they’ve committed to invest up to R1 billion in aggregate in Onepath i.e. they are roughly halfway there.

Personally, I think anything that brings connectivity to marginalised communities should be celebrated, especially if the financial returns also stack up.


Mantengu has commissioned Langpan’s second chrome processing plant (JSE: MTU)

This is good news to cap off the year

Mantengu’s share price hasn’t yet recovered from the nasty drop in response to the recent set of financials. The company has lots of work to do, but there’s some good news around Langpan to help improve the financial prospects of the company.

Mantengu has successfully commissioned the second chrome processing plant at Langpan Mining. Langpan has 300,000 tonnes of tailings that will be fed into the new plant, giving them roughly 10 months of feed to work with. It looks like the proceeds from processing this feed will then be used to ramp up mining operations, as they need to get to 60,000 tonnes per month of chrome ore feed in order to sustain two processing plants.

There’s a PGM strategy in here as well, as the tailings contain PGMs that haven’t been recognised on the balance sheet as of yet. The company has promised to give a subsequent update to the market regarding the PGM strategy.


Premier Group and RFG Holdings shareholders approve their deal (JSE: PMR | JSE: RFG)

Approval at both meetings was unanimous

In a week in which Mr Price (JSE: MRP) showed us what a truly daft deal looks like, it’s worth reflecting on whether Premier Group and RFG Holdings are doing the right thing with their deal. As a reminder, Premier is acquiring RFG, but in reality it’s closer in spirit to a merger.

The market is comfortable with the transaction, as shown by the two share prices over the past few months:

For the sheer contrast of it, here’s what it looks like when the market is angry at a deal:

So, people aren’t overly worried about Premier’s acquisition of RFG Holdings. In fact, there’s bullish sentiment around it. I remain skeptical, as it’s not obvious to me that this deal is based on sensible underlying reasons for the companies to belong together. We have a private equity seller on one side and an acquirer on the other who can take advantage of relative earnings multiples to achieve an accretive deal. Accretive HEPS in the near-term doesn’t necessarily mean that the strategic fit over the next few years will work out as well as they hope.

Time will tell. The FMCG market is notorious for questionable deals. I hope we won’t see a situation where the combined group trades at a structurally lower multiple than before due to more erratic earnings and the difficulties investors will face in forecasting earnings. JSE investors are rewarding simplicity at the moment, not complexity.


Nibbles:

  • Director dealings:
    • A2 Investment Partners bought another R55 million worth of shares in Nampak (JSE: NPK). It comes through as a director dealing because they have representation on the board.
    • Adrian Gore sold Discovery (JSE: DSY) shares worth R50 million. He also entered into a put-call hedging structure, with puts at R229.28 and calls at R374.87. The current spot price is R227, so he’s protecting downside risk from these levels. The value of the hedge based on the put strike is a meaty R365 million.
    • Here’s a big disposal: a prescribed officer of Dis-Chem (JSE: DCP) – specifically Christopher Williams on the wholesale CJ Distribution side – sold shares worth R35 million. I’m glad they didn’t try to soften the messaging by talking about some kind of rebalancing.
    • The CFO of Lewis Group (JSE: LEW) sold shares worth over R1.3 million. The ol’ “portfolio rebalancing” rationale has struck again. A sale is a sale!
    • Acting through Titan Premier Investments, Christo Wiese bought shares in Brait (JSE: BAT) worth R608k.
    • The company secretary of Bidvest (JSE: BVT) sold shares worth R323k. Although the sale relates to a share price appreciation rights plan, the announcement isn’t explicit on whether this is only a taxable portion. I therefore assume that it isn’t.
    • Two directors of Spear REIT (JSE: SEA) bought shares worth R254k in aggregate.
    • A director of Afrimat (JSE: AFT) bought shares worth R84k.
    • The CEO of Vunani (JSE: VUN) bought shares worth R43k.
  • Astral Foods (JSE: ARL) announced the appointment of Johan Geel as CFO with effect from 1 March 2026. He will replace Dries Ferreira who has resigned as CFO. Johan’s most recent role was CFO at AFGRI Limited, so he has plenty of experience in the agriculture sector.
  • KAP (JSE: KAP) has implemented the category 2 disposal of Unitrans Swazi Holdings with an effective date of 1 December.
  • Supermarket Income REIT (JSE: SRI) confirmed that Fitch has reaffirmed the company’s existing investment grade rating on the debt (BBB+ with a stable outlook). For property companies, debt is part of their business model and so these ratings are critical.
  • The Conduit Capital (JSE: CND) mess is finally coming to an end, at least in the listed space. Having been suspended from trading for three years and with no meaningful ability to rectify the situation while they pursue various court processes, it’s time for this one to go. The JSE will delist the company on 19 December. If you’re unlucky enough to be stuck with shares in this thing, they will now be in an unlisted company.

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

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Mr Price has entered into a transaction agreement to acquire 100% of European value retailer NKD from private equity parties Fliegendes Pferd Midco, a UK company holding 98.22% and Fliegendes Pferd MEP, a German general partner holding 1.78%. Mr Price will pay a base purchase price of €415 million (R8,23 billion) subject to a maximum of €487 million (R9,66 billion), which will be settled by way of cash and debt. The deal, a category 2 transaction, is expected to close during Q2 2026.

Capitec Bank is to acquire 100% of Walletdoc, a local fintech providing scalable, innovative payment gateway solutions for merchants, including online and in-app payments, digital wallets, Instant EFT, payment links and real-time payouts. For Capitec, the acquisition is strategic, reinforcing its ongoing commitment to lower the cost of payments, broaden access to digital financial services, and promote local financial inclusion. Capitec will pay up to R400 million for the business.

Aligned with the Group’s strategic direction to simplify its portfolio by sharpening its focus on priority categories with sustainable growth potential, Libstar has sold its fresh mushroom operations. It has however retained the Denny brand which it has licensed to the purchaser for the use in the fresh mushroom category and will continue to produce and market its value-added Denny branded products. Libstar expects to report a loss on sale before tax of its mushroom operations in the annual financial results for the year ended 31 December 2025 of between R45 million and R55 million.

Special purpose vehicle Sustent Holdings, backed by funds managed by Mergence Investment Managers and Creation Capital, has made an offer to shareholders to acquire and delist Mahube Infrastructure. For shareholders of this illiquid stock, which trades at c.40% discount to its NAV, it provides an exit. Shareholders can decide to remain in the unlisted entity or accept the R5.50 offer per share. As a delisted entity, Mahube could be positioned as a player for private equity investments in large-scale infrastructure assets in South Africa.

In a move to monetise its infrastructure assets, BHP has agreed to a deal which will see Global Infrastructure Partners (BlackRock) take a 49% stake in BHP’s Western Australian Iron Ore (WAIO)’s inland power network. GIP will provide US$2 billion in funding for the stake. BHP will pay the entity a tariff linked to BHP’s share of WAIO’s inland power over a 25-year period.

The finalisation of the take-private of Curro by the Jannie Mouton Stigting remains subject to the fulfilment of certain suspensive conditions. The parties are waiting for confirmation of the dates of the Tribunal’s approval process.

This week both Anglo American and Teck shareholders voted in favour of the proposed merger. The completion of the merger remains subject to a number of regulatory approvals.

Lead investor Secha Capital in conjunction with 27four and Shade Tree Capital have invested into Barracuda Holdings, a South African electronics manufacturing services business. The new partnership will position Barracuda for its next growth phase. Financial details were not disclosed.

VEA Capital Partners, a private-investment company, has announced a strategic partnership with Freedom of Movement, the local lifestyle brand known for its leather goods, apparel and accessories. The alliance will scale the brand’s retail footprint, strengthen manufacturing capacity and introduce new product categories. Financial details of the transaction were undisclosed.

Weekly corporate finance activity by SA exchange-listed companies

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British American Tobacco (BAT) raised c.£315 million from the sale of 187,5 million ITC Hotels shares (9% stake) in an accelerated bookbuild. The proceeds will be used to reduce debt. Following the transaction, BAT retains a 6.3% shareholding in ITC Hotels.

Store-Age Property REIT has successfully closed its equity raise of R500 million in an accelerated bookbuild which was three times oversubscribed. 27,932,961 new shares were placed at an issue price of R17.90 per share. The issue price represents a discount of 0.7% to the 30-day VWAP as at 4 December 2025. The proceeds of the equity raise will be applied to support the company’s 2030 Property Strategy

Datatec will issue 4,197,683 shares to shareholders receiving the scrip dividend option in lieu of a final cash dividend, resulting in a capitalisation of the distributable retained profits in the company of R300,16 million.

Copper 360 has raised R400 million with 329,315,130 claw-back and rights offer shares subscribed for, representing 63.3% of the Rights Offer. The underwriters picked up the slack ensuring a successful raise.
Confirmation of the successful Squeeze-Out by Canal+ of the remaining ordinary shares in MultiChoice paved the way for its delisting from the JSE and A2x on 10 December 2025.

Safari Investments RSA will implement its Clean Out Distribution of R6.18 per share on 19 December, following which the company will delist from the JSE on 23 December 2025.

Conduit Capital which has been suspended from trading for more than three years will have its listing removed by the JSE on 19 December 2025. Shareholders will remain invested in an unlisted company.
This week the following companies announced the repurchase of shares:

During the period 29 September to 9 December 2025, Hosken Consolidated Investments repurchased 4,862,760 shares at an average price of R133.11 for a total of R647,26 million. The repurchase was funded from available cash resources and shares will be held as treasury shares.

Investec Ltd has announced it will repurchase some of the non-redeemable, non-cumulative, non-participating preference shares. The repurchase will commence on 11 December 2023 with shares repurchased cancelled, reverting back to an authorised but unissued share capital status.

On March 6, 2025, Ninety One plc announced that it would undertake a repurchase programme of up to £30 million. The shares will be purchased on the open market and cancelled to reduce the Company’s ordinary share capital. This week the company repurchased a further 288,965 ordinary shares at an average price 208 pence for an aggregate £602,132.

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 1 to 5 December 2025, the group repurchased 1,155,247 shares for €61,37 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 6,400,000 shares at an average price per share of £3.76 for an aggregate £24,08 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 1,050,115 shares were repurchased for an aggregate cost of A$3,63 million.

In May 2025, British American Tobacco (BAT) 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. In a trading update this week BAT increased the buy-back programme by a further £1.3 billion for 2026. The shares will be cancelled. This week the company repurchased a further 522,749 shares at an average price of £42.31 per share for an aggregate £2,25 million.

During the period 1 to 5 December 2025, Prosus repurchased a further 2,668,285 Prosus shares for an aggregate €140,68 million and Naspers, a further 870,370 Naspers shares for a total consideration of R925,85 million.

Three companies issued or withdrew a cautionary notice: RMH, Mahube Infrastructure and Libstar.

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

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Frigoglass Group has entered into an agreement to sell its entire shareholding in Frigoinvest Nigeria Holdings B.V., the holding company of its Nigerian Glass business (including Beta Glass plc and Frigoglass Industries Nigeria Limited), which comprise the Group’s glass container, plastic crates, and metal crowns manufacturing activities for a consideration of up to €100 million, to Helios Investment Partners. The transaction is subject to regulatory approval and expected to be completed in the first quarter of 2026.

Safaricom Plc announced the results of its Tranche 1 Note issue under its Medium Term Programme of up to KES40 billion. The teleco had looked to raise KES15 billion in this first tranche, but the offer achieved a 275.7% subscription rate. Due to the strong market reaction to the offer, Safaricom exercised the KES5 billion greenshoe option, thereby increasing Tranche 1 to KES20 billion.

Helios Investment Partners and Fipar-Holding, a subsidiary of CDG Invest, announced the creation of 3MDC, a new digital infrastructure platform. The platform aims to accelerate Morocco’s digital transformation and strengthen its position as a regional technology hub. The new platform brings together Maroc Datacenter (MDC), Munisys, and Medasys, three of Morocco’s most established players in cloud, data, cybersecurity and digital services. Their combination creates a unique, fully integrated hybrid-cloud platform serving enterprise and public-sector clients across Morocco and Southern Europe.

Sahel Capital’s Social Enterprise Fund for Agriculture in Africa (SEFAA) has approved an additional US$800,000 financing facility for Benin’s MM LEKKER. This follows a first US$400,000 working capital loan provided in March. Headquartered in Abomey-Calavi, MM Lekker plays a pivotal role in transforming the regional agricultural trade landscape. The company specializes in sourcing and selling soybeans, shea nuts, and cashew nuts to both local and international markets.

Eos Capital announced the successful exit of Allegrow Fund’s investment in Erongo Medical Group (EMG). The exit represents Eos Capital’s first realised exit since inception.

Standard Bank has partnered with Safaricom Telecommunications, Kenya’s largest telecommunications provider, to provide funding of US$138 million as part of investment towards Safaricom Telecommunications Ethiopia PLC. The financing facilitates Safaricom’s ongoing rollout of digital infrastructure and services in Ethiopia.

Crown Healthcare, a Kenyan medical products distributor, has secured a US$10 million investment from Impact Fund Denmark. Founded in 1998, Crown Healthcare has evolved from a medical devices distributor into a comprehensive healthcare solutions provider with operations spanning Kenya, Uganda, Tanzania, and Rwanda. The investment will accelerate Crown Healthcare’s plans for a pharmaceutical manufacturing facility at Tatu City in Kiambu, where the company has committed a total of $40 million to build what it describes as the largest pharmaceutical plant and medical devices manufacturing facility in sub-Saharan Africa. The plant will span 10 acres with a building area of 400,000 square feet and is expected to employ more than 1,000 highly qualified professionals when fully operational.

TotalEnergies has concluded an agreement with Galp to enter as operator in the prolific PEL 83 license, including the Mopane discovery. Under the agreement, TotalEnergies will acquire a 40% operated interest in PEL83 license holding the Mopane discovery, while Galp will acquire a 10% participating interest in PEL56, which includes the Venus discovery, and a 9.39% participating interest in PEL91. TotalEnergies will carry 50% of Galp’s capital expenditures for the exploration and appraisal of the Mopane discovery and the first development on PEL83. The carry will be repaid through 50% of Galp’s future cash flows from the project.

AJN Resources announced that it has entered into a non-binding term sheet with Amani Consulting SARL, Giro Goldfields SARL and Mabanga Mining SARL pursuant to which AJN can acquire a 55% indirect interest in the Giro Gold Project which comprises two exploitation permits, PE 5046 and PE 5049, that cover a surface area of about 497km² and lies within the Kilo Moto Greenstone Belt in the Haute-Uele Province in the north-east of the Democratic Republic of the Congo (DRC), about 35km west of the Kibali Mine. The deal will be concluded through the issuance of 250,000,000 common AJN shares to Amani Consulting. AJN will be granted an option to acquire the remaining 10% interest held by Amani Consulting in Giro Goldfields by either paying US$30 million to Amani Consulting within 12 months of the Closing or paying $50 million to Amani Consulting within 24 months of the Closing.

Blank shares and board powers

NAVIGATING SECTION 36(1)(d) OF THE COMPANIES ACT

In terms of section 36(1)(d) of the Companies Act, No 71 of 2008 (Companies Act), the creation of “blank shares” in a company’s memorandum of incorporation (MOI) is not unusual. However, practical and legal uncertainties often arise in respect of the timing of the determination of the associated preferences, rights, limitations or other terms of those shares, the issuance of the shares, and the filing of the amendment to the MOI with the Companies and Intellectual Property Commission (CIPC).

S36(1)(d) of the Companies Act provides that the MOI may set out a class of shares which does not specify the associated preferences, rights, limitations or other terms of that class (Share Terms). The section empowers the board of the company to determine the Share Terms, and states that the shares must not be issued until the board has made such determination.

In terms of s36(4), if the board acts in terms of s36(1)(d), it is required to file a Notice of Amendment of its MOI with CIPC, which sets out the changes effected by the board (Board Amendment Notice). We also see that this constitutes an amendment of the MOI by the board in s16(1)(b) of the Companies Act.

An amendment to a MOI, as set out in s16(9)(b) of the Companies Act, takes effect (i) 10 business days after receipt of the Notice of Amendment by CIPC, unless endorsed or rejected with reasons by CIPC prior to the expiry of such period; or (ii) such later date, if any, as set out in the Notice.

Once a board has determined the Share Terms, the question often arises as to when such shares can be issued. Given that the most common habitat in which blank shares are encountered is the preference share funding environment, more often than not, time is of the absolute essence, and every day counts. Particularly, the question is whether:–

• these shares can only be validly issued after the Board Amendment Notice has been “registered” by CIPC; or

• the company is able to proceed forthwith with the issuance of the shares after the board resolution has been passed, and only thereafter file the Board Amendment Notice with CIPC.

The question has become even more important and relevant pursuant to the Companies Act amendments which took effect in December last year. Those amendments effectively clarify that CIPC performs a similar reviewing and registration role which it had under the previous Companies Act – it now has 10 business days within which to accept or reject the resolution. A rejection can sometimes occur on extremely technical, administrative grounds, or due to an inadvertent mismatch between the company’s and CIPC’s respective records of what the share capital of the company is (there could be historical issues in this regard). This makes it vitally important to know when exactly the parties can go ahead and close the section 36(1)(d) issuance.

The Companies Act is regrettably ambiguous when it comes to addressing this question. A strong argument exists that the company is able to issue the shares once the Share Terms have been determined by the board, with an ex post facto CIPC filing. This argument is based on the grounds discussed below.

S16(9)(b)(i) of the Companies Act refers to an amendment of a company’s MOI taking effect “after receipt of the Notice”. Considering s16 of the Companies Act as a whole, we note the Notice of Amendment is referred to in s16(7) and 16(9) only. S16(7)(b) of the Companies Act refers to the filing of a Notice of Amendment if a new MOI will substitute the existing MOI in terms of s16(5)(a), or the existing MOI is altered in terms of s16(5)(b). When we consider s16(5), we see that this section refers to amendments that were effected under s16(1)(c), which requires a special resolution of the shareholders, and not s16(1)(b), which deals with a board amendment. Consequently, s16 does not deal with the filing of the Board Amendment Notice where the MOI was amended by way of board resolution. Thus, a textual argument (albeit a tenuous one) may be made that (i) s16(9) only deals with the filing of a Notice of Amendment for amendments in terms of s16(1)(c) (special resolutions of shareholders), and that (ii) s36(4) is a different procedure that applies for amendments by the board as contemplated in s36(3).

Consideration of the language in s36(4) of the Companies Act, specifically that the Board Amendment Notice must set out “the changes effected by the board, implies that once the board resolution to determine the Share Terms is passed, the changes to the MOI are in law, “effected”. Therefore, the filing of the Board Amendment Notice is merely a formality for record purposes – much like the return a company files with CIPC, recording changes to its directorship. From a contextual and purposive perspective, this interpretation is also logical as the board’s powers are limited to an amendment which relates only to share capital, with one of the obvious purposes of enabling the company to raise equity finance. Companies would normally require equity finance to be raised as quickly as possible, and without being delayed by CIPC’s processes. Therefore, given the context and purpose of s36(3) of the Companies Act, it is sensible and businesslike to interpret s36(4) as allowing the board to issue shares immediately upon determining the Share Terms.

The point above also garners support from s36(1)(d)(iii) of the Companies Act, which prohibits the issuance of the shares until the board has determined the Share Terms. This section does not require that the determination by the board be filed with CIPC and, thus, the only requirement prior to issuance of these shares is that the Share Terms be determined by the board.

However, it must be noted that regulation 15(3) of the Companies Regulations, 2011 requires the Notice to be filed together with any required supporting documentation and the filing fee within 10 business days after an amendment to the MOI has been effected in any manner contemplated in s16(1) of the Companies Act. As this regulation covers s16(1)(b) as well, the Notice with the board resolution which determines the Share Terms should be filed with CIPC within the prescribed time period.

S36(1)(d) of the Companies Act has given companies the flexibility to create “blank shares”. However, the Companies Act remains ambiguous with regard to the timing of the determination of the Share Terms, the issuance of the shares, and the filing of the MOI amendment with CIPC. While a strong case exists for the issuance of the shares the moment that the board determines the Share Terms, to mitigate any potential legal and compliance risks, we recommend that companies proceed with caution and only issue such shares after they have “registered” the board resolution with CIPC. Alternatively, if the parties really cannot wait, then the special resolution of the shareholders approving the initial MOI amendment should, in anticipation, include a specific reference to s38(2) which allows the retroactive authorisation of shares that were issued before their creation in law.

Ian Hayes is Practice Head and Storm Arends is an Associate in Corporate & Commercial | Cliffe Dekker Hofmeyr

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

Critical minerals in Southern Africa

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BALANCING GEOPOLITICS, REGIONAL INTEGRATION AND VALUE ADDITION

As the global economy undergoes a profound transformation towards low-carbon energy systems and digital technologies, critical minerals such as lithium, cobalt, platinum group metals (PGMs), rare earth elements (REEs) and graphite have emerged as key enablers of this transition. These minerals underpin everything from electric vehicles (EVs) and renewable energy to semiconductors and hydrogen fuel systems.

Rising demand has elevated these minerals from mere commodities to strategic assets that define national security, industrial competitiveness and geopolitical alignment. The Southern African Development Community (SADC), richly endowed with many of these resources, finds itself at the epicentre of this global shift.

While Southern Africa’s mineral wealth presents a generational opportunity, resource abundance alone does not guarantee economic transformation. To fully leverage its position, the region must transition from being a raw material supplier to a strategic industrial partner, anchored in coherent policies, regional cooperation and value chain development.

Southern Africa’s strategic positioning must be understood within the broader context of intensifying global competition over critical mineral supply chains. China’s dominance in processing key inputs, particularly rare earths, lithium and graphite, has prompted countries like the United States (US) and the European Union (EU) to ‘de-risk’ their supply chains by diversifying sources. This has translated into a wave of new trade policies, strategic partnerships and investment frameworks increasingly focused on Africa.

Bilateralism and fragmentation risks

The US, for example, has signed separate critical minerals agree-ments with Zambia and the Democratic Republic of Congo (DRC), marking a shift from multilateral co-operation to bi-
lateral engagement. While these partnerships signal increased interest in the region, they also risk fragmenting regional cohesion. Country-by-country deals reduce the collective bargaining power of African nations and complicate efforts to coordinate regional industrial strategies, particularly in downstream beneficiation and infrastructure planning.

The rise of resource nationalism

At the same time, growing resource nationalism across the Global South, manifested through export restrictions, local content mandates and beneficiation requirements, signals a shift in approach. African countries increasingly recognise that controlling their mineral endowments and capturing more value domestically is not only a matter of economic benefit, but also essential to long-term development and strategic autonomy.

Despite the shared importance of critical minerals, SADC countries define ‘criticality’ differently, reflecting diverse economic structures, industrial capacities and development goals. For instance, South Africa prioritises PGMs, manganese, vanadium and iron ore due to their economic contributions, while placing less emphasis on lithium and copper. Zambia, Zimbabwe and Namibia, in contrast, consider lithium, copper and rare earths as top priorities.

This lack of standardisation presents a challenge for regional alignment. Moreover, while producer countries focus on domestic benefits like jobs, revenues and industrialisation, consumer countries define criticality based on supply chain security, scarcity and import risks.

A shared, science-based and forward-looking regional framework is therefore essential. It must respect national priorities, while aligning with global trends in clean energy, digital infrastructure and advanced manufacturing. This framework should also promote inclusive industrial growth, especially by integrating artisanal and small-scale mining (ASM), which often plays an outsized role in supplying niche minerals.

Across SADC, countries are advancing domestic strategies to increase value capture from critical minerals.

  • Zimbabwe has implemented a phased approach to restricting lithium exports, beginning with a ban on raw ore and extending to a planned ban on lithium concentrate exports by 2027, to promote domestic value addition and battery-related manufacturing.
  • Namibia is enhancing rare earth processing capacity, supported by strategic partnerships and investment facilitation from the EU.
  • Zambia and the DRC are collaborating to develop copper and EV battery value chains, supported by US-backed agreements and infrastructure initiatives, most notably the Lobito Corridor railway project.
  • Botswana is diversifying beyond diamonds by developing projects to process minerals like manganese into battery-grade materials, while expanding renewable energy infrastructure to support its clean energy ambitions.

However, these national approaches, while promising, also risk duplicating efforts and diluting investment. Without coordination, multiple countries could build similar infrastructure (e.g. smelters, refineries), leading to suboptimal returns and missed synergies.

There is an urgent need for value chain rationalisation. Instead of each country building all components of the beneficiation chain, the region should strategically allocate functions across borders, based on competitive advantage. For example, Botswana – with its central location, access to the Kalahari Copper Belt, and vast salt pans – could serve as a processing and logistics hub, linking copper from Zambia and lithium from Zimbabwe.

Such coordination could form the foundation of a regional industrial strategy that maximises shared benefits while avoiding inefficient competition. Examples such as regional gold refining in Germiston (which services multiple SADC states under existing Rules of Origin provisions) illustrate that practical cross-border beneficiation is possible when regulatory frameworks are aligned and infrastructure is leveraged.

Value chain coordination cannot occur in isolation; it must be supported by physical and regulatory infrastructure. This includes transport, energy, water and digital systems. Equally important are trade-enabling legal instruments such as the SADC and AfCFTA Rules of Origin, which, through provisions like ‘cumulation’, allow components sourced across member states to be treated as local inputs, facilitating integrated processing and manufacturing.

Projects like the Lobito Corridor, linking the DRC and Zambia to Angola’s ports, are a positive step. But more corridors, such as Nacala, Walvis Bay and Beira, are needed. These routes should not merely facilitate mineral exports, but evolve into industrial development corridors, fostering downstream beneficiation and local economic ecosystems along their paths.

Botswana, strategically located at the crossroads of Southern and Central Africa, could emerge as a regional transport and processing hub. With deliberate planning, corridors can become economic arteries, enabling integrated clusters of processing, manufacturing and technology development, ranging from battery assembly to hydrogen electrolyser production.

Crucially, these corridors must complement rather than compete. Each offers unique advantages based on geography, resource type and trade routes. A coordinated approach would ensure that corridor development supports regional scale and resilience, rather than creating redundant infrastructure.

The cost of failing to act collectively is significant, as illustrated by several examples:

  • Despite Southern Africa’s global dominance in platinum, the industry remains largely a price taker, exporting predominantly unrefined concentrate. This persists even as the region leads in fuel cell research and development, missing opportunities to capture greater value through downstream processing.
  • Zimbabwe exports significant volumes of spodumene concentrate, a lithium precursor, but without domestic battery manufacturing capacity, much of the economic value is realised offshore, limiting local industrial development and job creation.
  • Botswana hosts Africa’s largest salt pan system, the Makgadikgadi Pans, which is under active exploration for lithium brines. However, the country currently lacks operational lithium extraction or value addition facilities, leaving it disconnected from the regional lithium and EV battery value chains.

Without coordinated, integrated regional planning, Southern Africa remains vulnerable to commodity price volatility, and reliant on foreign actors for downstream processing and value addition. These structural inefficiencies constrain economic growth and undermine the region’s capacity to influence and benefit from global mineral supply chains.

To change this trajectory, beneficiation must be at the heart of the region’s strategy. With nearly 70% of global PGMs sourced from South Africa and Zimbabwe, SADC holds sufficient market power to demand downstream investment, just as Indonesia did with nickel.

The growing prominence of the hydrogen economy enhances this leverage, given the importance of PGMs in fuel cells and electrolysers. Regional efforts to develop R&D capabilities, supply chain infrastructure and technology transfer should focus on moving beyond raw exports to high-value industrial outputs.

Countries are already moving in this direction:

  • Zimbabwe is implementing a beneficiation roadmap for lithium and chrome.
  • Namibia is attracting REE and hydrogen investment.
  • Botswana is expanding processing beyond diamonds.
  • Zambia and the DRC are deepening cross-border copper value chains.

Yet energy constraints, limited capital and weak digital infrastructure remain major bottlenecks. Among all infrastructure categories, power access and affordability stand out as the most pressing and potentially transformative investment areas.

The legal landscape across SADC is evolving, with countries updating mining codes, export regimes and local content rules. However, the lack of harmonisation remains a source of uncertainty and delays, particularly for junior and ESG-focused investors.

Existing instruments like the SADC Protocol on Trade in Goods and its Rules of Origin (RoO) provide preferential access to intra-regional markets, often recognising minerals as wholly originating goods. Value-added products also qualify, provided they meet moderate RoO thresholds. The AfCFTA Protocol on Trade in Goods offers a continental framework closely aligned with SADC’s RoO principles and includes provisions for cumulation, broadening opportunities for cross-border beneficiation chains.

Establishing a regional engagement platform within SADC could facilitate legal alignment, streamline permitting, and promote coordinated investment planning, enhancing the region’s appeal to responsible investors while respecting national sovereignty.

Equally critical is adherence to Environmental, Social and Governance (ESG) standards, now essential for access to global markets. Embedding digital traceability, environmental certification and community inclusion into policy and practice is vital. Formalising ASM, ensuring transparent licensing, and introducing ESG incentives can strengthen the region’s reputation and competitiveness.

Together, these trade instruments create important enablers for cross-border industrialisation. The key challenge now is to translate these frameworks from legal availability into practical accessibility through coordinated customs enforcement, institutional capacity building, and increased awareness among public and private stakeholders.

The launch of the G7 Critical Minerals Action Plan in 2025 presents a timely opportunity for Southern Africa to align its development priorities with growing global demand for responsibly sourced critical minerals. Many of the plan’s key focus areas – such as supporting local beneficiation, financing infrastructure projects, and harmonising ESG practices – already feature prominently in SADC’s regional strategies. This alignment positions the region to leverage global momentum to build resilient and transparent mineral supply chains.

A particularly important aspect of the G7 plan is its recognition of Artisanal and Small-Scale Mining (ASM), which remains a vital source of niche, high-value minerals, and a major employer across Africa. By formalising ASM, the region will not only improve livelihoods; it will increase transparency and address environmental and social challenges associated with informal mining activities.

To capitalise on global trends, SADC countries should actively engage with international initiatives that support critical mineral development and sustainable infrastructure investment, such as the:

  • Minerals Security Partnership, an international coalition focused on responsible sourcing and supply chain resilience.
  • Canada-led Critical Minerals Production Alliance, emphasising investment collaboration.
  • EU–Africa Global Gateway, the EU’s flagship infrastructure programme with a focus on green minerals and energy transition partnerships.
  • Green Hydrogen Alliance, promoting global hydrogen development, a sector where Southern Africa’s abundant renewable resources and mineral wealth could play a strategic role.

By deepening engagement with these platforms, SADC can strengthen its position globally, attract responsible investment, and ensure that its critical minerals contribute meaningfully to both local development and the global clean energy transition.

From resource custodians to strategic co-creators

The global transition to green energy, digitalisation and strategic autonomy has placed critical minerals at the heart of economic and geopolitical realignment. With its vast mineral wealth, Southern Africa is no longer a peripheral player, but a pivotal force shaping global supply chains.

The region’s success hinges on collective, strategic action. The choice is clear: remain fragmented exporters of raw ore, or unite as industrial partners driving downstream industries, innovation and sustainable growth.

This transformation demands five core shifts:

  • From bilateral deals to coordinated regional strategy: SADC must strengthen collective bargaining through integrated policies and value chain coordination.
  • From export dependency to onshore value addition: Beneficiation and manufacturing must move from ambition to reality, supported by competitive infrastructure and energy access.
  • From siloed infrastructure to interconnected corridors: Strategic transport corridors like Lobito, Nacala and Walvis Bay should evolve into multi-country industrial belts, enabling regional value chains.
  • From legal complexity to investor confidence: Harmonised mining, energy and ESG frameworks will reduce barriers, attract finance, and empower junior miners and ASM actors.
  • From marginal voices to global rule-shapers: Active engagement in platforms like the G7 Minerals Security Partnership and African Union strategies is essential to embed Africa’s interests in the green transition.

Ultimately, vision must be matched by execution. Political will, institutional capacity and regional trust are vital. If SADC acts with unity and urgency, it can move beyond benefiting from the critical minerals boom to leading it.

Nomsa Mbere is a Partner | Webber Wentzel

This article first appeared in DealMakers AFRICA, the continent’s quarterly M&A publication.

Ghost Stories #88: Cell C – more than just an MVNO engine

Listen to the show using this podcast player:

Cell C has been on quite the adventure in its efforts to carve out a sustainable competitive position. The telcos space can be brutal, with historically high levels of capital investment required to compete.

This has thankfully changed, with Cell C having created a profitable business model that goes well beyond the MVNO operations that the market tends to focus on.

In this podcast, CEO Jorge Mendes joined me to explain Cell C’s business and how they plan to win across key verticals like Prepaid and Postpaid in addition to the exciting MVNO and other opportunities. We talked about why the turnaround is behind them and how Cell C plans to grow into the future.

As a separately listed company with a much simpler balance sheet, Cell C is on the radar of investors and worth understanding in more detail. This podcast is an excellent resource in your research process.

This podcast has been sponsored by Cell C. As always, I was given an opportunity to dig into the strategy and ask my own questions in my quest to learn more. You must always do your own research and speak to a financial advisor before making any decision to invest. This podcast should not be seen as an investment recommendation or an endorsement.

Full Transcript:

The Finance Ghost: Welcome to this episode of the Ghost Stories podcast. Despite the very best efforts of Cloudflare, which took down Riverside, meaning we were scrambling for a solution here, I’m pleased to report that the Cell C technology stack is a whole lot more reliable than Cloudflare (which seems to run almost the entire internet; it’s kind of frightening, actually). 

I’m very grateful that it did finally start working, because today I have the opportunity to chat to Cell C CEO, Jorge Mendes. And what a fantastically exciting time to be able to speak to you, Jorge. Obviously, now a separately listed company. I’m sure you’re quite excited about that. 

Before I formally say hello to you, I do just want to get one thing out of the way. Obviously, the IPO has closed now – I mean, everyone could have seen the pricing for themselves. But because I’m chatting to you and not to the shareholders who were behind that whole transaction in Cell C, the focus today is on the Cell C business, not on the IPO and the pricing and all the stuff that the bankers would have worked on. It’s just an unhelpful conversation. 

So, I’m personally very keen to chat to you about the Cell C business itself, and the market will figure out over time what the shares should be worth, of course. That’s the magic of a market. So, looking forward to that. 

Jorge, welcome to the show! Thank you for making time for this. I’m keen to learn more.

Jorge Mendes: Thank you very much! Thank you for having me here. A great phase in our business, lots of excitement. I think we’re well-positioned for what we call ‘the telco of the future’. Perhaps, during our conversation, I can elaborate on that a little bit more. But, yes, we’re now at the beginning of the new journey.

The Finance Ghost: Absolutely. Yeah, it really is that, actually. Let’s dig into the story here. The Mobile Virtual Network Operator (MVNO) operations at Cell C do tend to get all of the focus from investors and from the media, but the reality is there’s actually a lot more to Cell C. 

There’s a huge piece of your business that does have some stuff in common with the other telcos – for example, just over 8 million direct subscribers – and I think that part of the business doesn’t really get the attention that it should receive from the market. 

So, let’s start with just a lay of the land of how Cell C actually makes its money. Set the scene for us here, for those who aren’t familiar with how the group looks today.

Jorge Mendes: Yeah, thanks very much. It’s a great question and a great starting point, because you’re quite right. I think it’s more than, dare I say, a one-trick pony. We’ve got a very strong set of growth engines. 

But before we talk about the growth engines, I think what we’ve done extremely well is we’ve pivoted to a capex-light model. In essence, what that means is we’ve given up the steel structures, the steel towers, and we’ve got a Virtual Radio Access Network (vRAN) arrangement with MTN and with Vodacom. So, very good partners that build great quality infrastructure. 

And we do know that the market will go through a level of consolidation as the market matures. We are making the sector a healthier sector by being a very good customer to both MTN and Vodacom, from a roaming point of view. The billions in revenue that they generate from us with a very high, healthy margin, they can reinvest into infrastructure, or simply bank it as profits. 

We are a full Mobile Network Operator (MNO). We have our own spectrum, our own core, our own billing systems, our own everything. We’ve just given up the steel towers, and we’ve got the vRAN. So, that helps tremendously. 

It also improves things from an ESG point of view, so we really are playing our part in terms of the planet. It doesn’t make sense to have four good base stations next to each other, with four good generators and security guards and diesel, and so on. So, that’s the foundation. 

And then we’ve unlocked Multi-Operator Core Network (MOCN) roaming, which allows us to shift traffic between our roaming partners. So, we’ve gone from 5,500 of our own physical base stations to over 28,000, in terms of access to those 28,000 towers. 

We really do have the best of the best when it comes to network quality – voice, data – and there are a number of accolades that support that. But more important than the accolades is the experience that our customers and business partners now enjoy in terms of good quality. 

So, we get to market with very, very comparable voice quality and data. We’re providing significant revenues to our roaming partners. That creates a healthier sector, and that’s the foundation. 

On top of that, we then call ourselves a platform for growth. If I take our engines, we have a Prepaid engine, a Postpaid Consumer engine, an Enterprise engine, and then a Wholesale MVNO engine. 

If I take Prepaid, we now have a significant amount of revenue and customers still in Prepaid. We’re growing, so we’re coming off a lower base given our market share. But we’ve got new products, new distribution channels. We’ve got a great quality network. 

We rebranded Cell C in August of last year, so we’ve got a brand-new look and feel. We’ve got taglines like “Nothing Should Stop You” and “Switch to See”, which is really an invitation for customers to try our network. All of these ingredients are boding well for making sure that we do grow in Prepaid.

Our consumer Postpaid business. We acquired Comm Equipment Company (CEC), which was a full subsidiary of Blu Label, and that was really postpaid handset financing. So that’s back in the Cell C fold, and we’re running our Postpaid Consumer business end to end. 

And again, an introduction of new channels. We integrated into iStore, for example. We were the only network that was not integrated. High-value segment, there. 

We’ve got 103 of our own stores. We’ve rebranded and refreshed – with a new look, feel, and experience – 72 of those, just in the last year alone. So, a massive task. 

We’ve launched new tariff plans and propositions that are now very favourable in the market. And we’ve changed small things like credit vetting profiles and scoring, so that will be continuous improvement. 

And then of course, given the financial constraints that we had in the past and largely that goes away now, we will be in a better position to compete in handset financing, hardware arranging, etcetera, when it comes to Consumer Postpaid.

Our Enterprise business is a small business, but a good growth engine, in terms of percentage growth. We’re partnering very deeply there. We’re not hiring a lot of staff. We’re hiring a handful of key account managers, if you like, and we’ve signed up more than 44 partners. 

We’ve got Altron, Nashua and a whole bunch of other players that allow us to get to market with propositions that they need connectivity, or vice versa – where we have the connectivity and they have a solution – and that’s boding very well. So, it’s part of our ethos to partner very deeply. 

And then lastly, to your point, you spoke about the MVNO business. The MVNO business has some really strong brands. We’re able to reach those segments very quickly and very effectively, as opposed to trying to do it ourselves by inventing products, marketing, spending time building the awareness and then trying to address it. 

The last little piece is that we have a fibre ISP. So, we do still sell fibre – owning the home and family is very much a strategy – but we’re not laying fibre, we’re not laying physical infrastructure. We leave that to the guys who do it best.

The Finance Ghost: Thank you. That does a fabulous job of the lay of the land. That’s exactly my point. There’s way more to Cell C than just the MVNO business, even though that gets so much of the attention in the market. 

I really want to try and not take the conversation away from that – because it’s a relatively unique element, and you’ve got such a good market position there – but I think people forget about everything else going on in Cell C, which is a pity. 

I actually walked past one of your stores the other day, I think it was in Canal Walk, and it looks really good. Genuinely looks excellent. I love the new colours, etcetera. So, well done!

Jorge Mendes: Thank you.

The Finance Ghost: It looks exciting. It looks like a challenger brand. It looks like it should. It’s edgy, it’s fun, and it’s different.

Jorge Mendes: Yeah, thank you. And what we’ve done is what most people think is very obvious. We asked customers what they like. To be brutally honest, if I have permission to speak truly, I didn’t personally like the colour orange. It’s not about me. We asked the market. 

We’ve been around for 24 years. We’ve gone through many phases. We’ve been black, we’ve been red, we’ve been blue – and that’s just the colour and the positioning. And I said, “It’s less about me as the CEO. It’s less about what we feel. It’s absolutely about our customers and partners. What do you like? What don’t you like? What would you like more of? What would you like less of?” And that’s what we’re trying to do. 

We’ve looked at the headwinds in the market and said, “How do we address this? If I built another beautiful version of yellow or red, why would a consumer come to me and get the orange version of what already exists?” So, we had to do things differently. Not for the sake of being different, but for giving customers and partners what they really want. And that creates the real disruption. 

So, the look and feel of the stores comes from what customers wanted – and I’ve fallen in love with them, quite clearly. Of course, I’m a little bit biased now, but we’ve really tried to take the elements that they’ve asked for – fresh, funky… 

I mean, the word ‘howzit’ that greets everybody is just typically South African, across all of the diversity that we’ve got, and that was something that was just synonymous with a greeting. Small, little things like that actually go a long way, because we’ve done some deep research and analytics and listened properly to what customers have to say.

The Finance Ghost: Yeah, I love it. Well done. I think the colours look like something I want to get into and drive on a mountain road, so that works for me. Maybe that’s my own bias coming through, but I really like it. It’s very cool. 

Let’s talk to a couple of the growth engines then, as you’ve highlighted. The one is Prepaid, and this is where things got super interesting in the media recently and some of the commentary coming through from the likes of Telkom, MTN. 

It’s a very competitive space, obviously. We know that South Africans are extremely cost-sensitive. That’s just the reality of the South African consumer. So, lots of competition in Prepaid. 

I’d love to get some comments here (to the extent you can speak about it), just around those Prepaid forces, what you’re really up against there. And to what extent do you face the risk of almost damaging competition, versus competition where you can actually win, and it’s economically lucrative?

Jorge Mendes: Yeah, absolutely. It’s a great question. We want to always add value to the sector. As you get into a more mature level of the sector, then typically what starts happening, the organic growth is not there in the same way that it was in years gone by. So, you end up taking share from one or the other, and you’ve got to reinvent yourself. 

And I guess what we’ve done is we’ve said we had too much above-the-line pricing and not enough below-the-line and personalisation. So we’ve changed platforms. 

We’ve spent a lot of money. Our capex – we’ve guided between R650 and R800 million in capex. And that’s all customer-facing, so billing systems, CVM platforms, cybersecurity posture that improves the cybersecurity and mitigating risk for customers. We built a new app. We’ve done 72 of the 100 stores – those are refreshed already.

And specifically, back to Prepaid, to your point. We’ve changed platforms in terms of CVM, so personalisation at a customer-level segment of one, and we’ve moved a lot of the above-the-line standard pricing to below-the-line personalised pricing. So that’s the one thing. 

Two is we’ve created new distribution channels for inflow growth. So, how do we acquire new customers from different segments? We’ve unlocked different commercials and structures that we didn’t have before, with the Pepkor Group as an example. We’ve got Shoprite as another huge channel where we’ve made some differences. We’ve created six new Wholesale channels that we didn’t have. 

We’ve got some call centres, the telesales that we’ve now got on board that also help with some of the migration journeys and uplifting revenue and value-added service sales, etcetera. We’ve enhanced our USSD channel. 

We’ve built a new app, so that’s what we call the ‘minimum lovable products’ that we release every kind of month or so. It starts somewhere that’s neat, and customers love, and we just add products every other day and so that’s growing quite nicely. 

Then we’ve launched a whole bunch of new products. We’ve got Supa Bonus – three times the value. It’s very simple to understand, nothing complicated. You load with x, and you get 3x that amount in terms of value. That’s boding well. 

And again, as I say, it sounds like a small thing, but with very, very good quality of voice and data. The best and the second best, as rated by independent surveys. And that’s very different because two-and-a-half years ago we were fourth, and so you could have to play with price a lot because the quality wasn’t as great. 

So, we do believe we’re now at the beginning. We’ve seen a little bit of growth coming through, and I think Telkom has done a fantastic job in being data-led and data-centric in that growth. Credit to Sarame and his team, and Lunga, for the great work that they’ve done over the last 12 quarters. 

I think yellow and red are under a little bit of pressure in terms of hanging on to revenue growth, and there’s a bit of decline starting to happen there. That’s largely because they’ve got the biggest shares. And when the smaller players start growing, you normally eat into that share. 

So, I have no doubt that the competition will accelerate, but I think we’re quite comfortable that, given the level playing fields now that we have on the quality of voice and data, the amazing distribution channels, our platforms, our capability. And we’ve built an incredible team in a short space of time. We really do have a strong team that understands this quite well. I think we’re very well-positioned for growth in Prepaid.

The Finance Ghost: ‘Minimum lovable products’ is great, I love that. Instead of ‘minimum viable product’. Very cool, that’s going to stay with me. I really enjoy that reference. 

Let’s talk Postpaid, and then I’m going to bring it back to MVNOs. Because obviously, Prepaid and Postpaid are so linked, at the end of the day. It’s just a different way of selling connectivity to people. I guess the same is true for MVNOs, but you get what I mean. 

So, you talked about handset financing channels, all the new tariff plans and propositions. These are the routes to win in that space. And something in your roadshow documentation for the IPO that I picked up is that Postpaid is an area where you believe you are underrepresented, which basically means you have less market share than you think you should have, as I understand it, which means you have space to grow. 

So, do you think that you’ve got the building blocks in place now? The stuff you’ve talked about, the financing, the channels, etcetera. Is that now going to get you to the market share that you think you can get to in Postpaid?

Jorge Mendes: Yeah, absolutely. Again, at the beginning, and I hate to sound repetitive, but we’ve had to fix this business. We’ve had to come from difficult circumstances. We’ve been recapitalised twice, and you can figure that out. When you’re not in great shape, there are a lot of things that don’t happen the way they should happen. 

We have now allocated an RFP and awarded an RFP for a Postpaid billing system. We did the Prepaid billing system in time, in budget, and that went live in August of last year. I got cracking on that immediately when I started, which was about two-and-a-half years ago. So we’ve done that, we’ve bedded that down, it’s working beautifully. 

We’re now doing the same for Postpaid. That will still be a journey; that’ll be 18 to 24 months. So, the capability that we have today is good, but we want better, and we want to plan for the future. So that’s forward-looking stuff.

What we’ve done in Postpaid, for sure – in my previous life, I actually did the roaming deal between Cell C and Vodacom. At that stage, Cell C had 1.3 million customers on their consumer Postpaid business. Today we have under 800,000, at somewhere around 790,000. So, you can see that that’s been in decline. Had we not started managing that business directly this year (so, the last 8 to 10 months), it would have been even lower than the 790,000. That’s how we were bleeding customers. 

So, there are a lot of things that you have to do in order to resolve this. First is the quality of network, again. Second (and this is not in sequence – it’s just the ingredients involved here), you need to have good distribution channels. 

We had some good distribution channels. We now have very good distribution channels, and also a unique way of how we gain access to those channels, in terms of the commercial construct and how we finance hardware. We’ve created some interesting stuff that I really think will start unlocking value in the next few months. So this, again, is forward looking. 

For example, if you don’t qualify for creditworthiness, you press a button, and you give us access to six months of your bank statements. We have an AI tool that looks at various algorithms and will say, “You are good for R370 between the 14th and the 15th of the month. Do you accept the debit order on that time frame?” And we’ll approve you. 

So that’s kind of forward-looking stuff that we think we’ll start adding value to, because Postpaid is really about hardware financing. The value that you get on Prepaid is very good. Hardware financing is what makes it attractive for contracts on consumer, and that’s normally 12, 24, 30 or 36-month contracts. 

I do also believe, by the way, that, forward-looking, the banks will do the hardware financing better than the telcos. And I think that, given our relationships with MVNOs that are also significantly in the financial services sector, that relationship will bridge nicely in terms of handset financing at a P&L level. You can do this on-balance sheet and off-balance sheet. We will be exercising both options. 

So, we do have a better balance sheet and better liquidity to now range hardware better. And then we have some interesting ideas which I’m not going to share with you because they unfortunately are very competitive. But we’ve looked at the market again differently. So, are customers who are in-contract out of range for us? In other words, is the whole market available as an opportunity to gain share from, or only those that are out of contract? And we’ve come up with some really interesting ideas that say the whole market is available to us. So even those that are in-contract, we have some interesting propositions that say we’ll give you really some serious room for thought around, “Hmm, maybe I should switch to Cell C and see what’s going on there.” 

So channels, tariff plans. Obviously, credit vetting profile, liquidity and financial position on hardware ranging, etcetera.

We’ve got some new channels that we didn’t have before – I’ve mentioned iStore, but we’ve also just gone with Incredible and HiFi Corp. Those are new channels. We have our own footprint. And then we’ll look at the physical footprint. So, we could have a situation where a Cell C customer could collect hardware at an FNB Connect or at a Capitec Connect or vice versa. So, we’ll use the full footprint to leverage each other’s capabilities and not just keep them as individual silos.

The Finance Ghost: Very cool. Some exciting stuff coming from orange, so we’ll see what happens there. I like it. And yeah, you’re right. The banks have such a low cost of funding. They are a pretty obvious partner in that space. That’s very cool. 

I guess that leads us nicely into the MVNO piece, where obviously you have got these banking partners. And it’s quite interesting, the part of Cell C that actually deals with this whole MVNO piece launched all the way back in 2006, if I’m not mistaken? Which was before the world had the iPhone!

I always reference that 2007 was the first iPhone. I remember, because I was first year varsity and there was like one really lucky kid in the class who had an iPhone brought from overseas. People forget how quickly the world has changed. 18 years of the smartphone. Before that, it was BlackBerrys. 

And those who have bearish views on Cell C might point out that, at the end of the day, you’re really the middleman. You’re the switch between telcos and retailers like Shoprite, banks like Capitec. 

What is the moat here? Why can’t they just disintermediate you? I hear this a lot when I hear people speaking about Cell C, so let’s deal with the meat of that argument. Now, having set the scene around the rest of Cell C’s offering, why does Capitec have a moat in this MVNO space?

Why can you defend your position – your market-leading position, I might add – there?

Jorge Mendes: It’s a great question. I think it’s a strategy that again requires deep thought and analytics around, “How do you make this successful in a sustainable way?” So, given our market share – that’s one of the ingredients that allows you to go very hard at the segment. If there isn’t significant organic growth, those with the larger market share have the most to lose. That’s the first thing. 

And so, in spite of certain articles that may appear or not, I’m quite clear that both my larger competitors do not really want MVNOs. They’ve said as much in interviews. “Too many chefs spoil the mobile broth,” I think has been quoted on the red side. Yellow has said the same, that we could have another Netherlands, and the MVNOs could collapse the market. A correction there is that it was not the MVNOs, but rather the MNOs, that led with unlimited tariff plans. And once you go to unlimited, you can’t price up, so there’s no more value to be extracted. So, there are nuances. 

We’re very clear that if we wanted to go after mass retail banking customers, we’d have to create a brand, market the brand, create distribution and all of that, which costs a lot of money. So what we do, rather, is partner very deeply with someone who does it very well. 

And so if you look at how the economics work, given our market share of let’s call it ‘roaming traffic’ that we buy and that’s got a certain amount of capacity. If I use that traffic for myself, I add costs like sales, distribution, ongoing revenue commissions, marketing, etcetera. And I get to a contribution margin of x. 

If I sell that traffic to my MVNO partners, I remove all of those costs. And because they largely have those costs sunk already into their business, they can get to a similar contribution margin. 

Take Cell C. If I sell a Cell C prepaid starter pack, and I make a contribution margin of x, or even an inflow revenue of R30, as an example, I largely make the same contribution margin and inflow revenue from an MVNO partner. So, left pocket, right pocket, no difference economically from a P&L point of view and we have to look at the construct. 

When you look at our partners that we have, the following ingredients I do believe will give them a higher probability of success. And that’s probably why some of the MVNOs of the past were not successful. So, very strong brands like Red Bull Mobile, Virgin Mobile, Trace TV – even Lyca Mobile, the world’s largest MVNO – did not succeed in South Africa. 

And the reason, in our belief, is the following (and I think we’re more right than wrong): you need a high utility product. So, voice data, banking, electricity, food is a high utility product. I don’t believe a clothing retailer will be very successful in MVNO. I don’t believe a cutlery and crockery retailer will be very successful in MVNO. There’s not enough in the utility of the product that will give you enough of a reason to switch. 

So, a high utility product. Physical distribution, you need physical distribution. These guys have all got a massive number of branches. You need digital distribution. So an app of sorts that gives you that reach and the high level of engagement, and preferably the combination of the two. 

And then lastly, a customer base. If you have a large customer base, you already have that level of engagement. And when you have those ingredients, your probability of success in a partner like Cell C (because we truly partner, we make it a win-win), there are very interesting commercials for them. We keep them competitive. 

And what we do is we kind of reverse engineer the structure. We say, “What would an FNB Connect customer need to have to compete favourably out there? What would a Capitec Connect customer need? A Shoprite Connect customer? An Old Mutual Connect customer? What would a Mr Price Mobile Connect customer need?” And then you reverse engineer the commercials that allow the organisation itself to make a significant amount of revenue. And then, what revenue is acceptable to us? So, it’s a true partnership model that allows us to unlock that. 

Why do we have a moat? It’s quite clear that the regulator and the CompCom want more competition. They’ve been trying for years to break up a duopoly that has existed. In the last round of spectrum in ’22, they actually insisted that each MNO have one MVNO that they launch and make successful for a period of three years. 

That’s why it feels a little bit like MVNO season. We’re doing it very deliberately and intentionally, and others, dare I say, might be doing it to comply (and so with no real intention of success, but we’ve given it a bash). For us, it’s a very deliberate, intentional strategy. 

So that’s the first, the breaking up of competition, which gives you the support of the regulator and of the CompCom.

The second is that, given the pricing that we have and the levels of margin that are acceptable to us – so, I’ve now gone capex-light. I’m only 900 staff on my payroll compared to 4,000, 4,500, 5,000 of other competitors. So I can live with acceptable margins that are fundamentally different, and I can price into a position that’s acceptable to me, with acceptable margins, and still make the MVNO partners very successful in their own right. 

We align very deeply on their strategy. So one partner may want the rewards programme, the other partner may want a reduction in costs in data fees, as an example, when customers are using the app. So, that alignment of strategy is very good. 

We’re also the only network operator that hasn’t signalled to any of the financial services players that we want to be a financial services player. So the others, strategically, are not aligned because they’re holding up a flashing light that says, “We’re coming for your banking customers! We’re coming to eat your lunch, because we have these financial services products.” Whether they’re MoMo or VodaPay, etcetera. We’re not. We’re partnering deeply, so it’s all lining up.

And then, probably lastly, is that if one of the bigger players did want to go to our MVNOs, they could. They’d have to come in and price right below where we are, and if they did that, then two things would happen. 

The first is that they would cannibalise their own revenue fastest. Because today, factually, 10% of the MVNO customers port from Cell C. The other 90% port from all the other networks. So, out of 10 customers, we lose one to ourselves. And as I said earlier, the contribution margin and economics – I’m perfectly okay with that. The other nine are net gainers. 

And so it stands to reason that if a yellow or a red wanted to go in this direction, they would lose a significant amount of their own customers to the MVNO, and they would lose their retail revenue. So, it’s a decision they would have to make, to compromise their retail revenue quite significantly in favour of wholesale revenue. 

It’s not a bad strategy. I just think it’s one that’s difficult to make, given how much revenue is sitting in this and how much pressure you’ve now seen just on Prepaid alone, in the last couple of quarters in the declining space there. So we really do believe that we have a moat. 

So, I said the first thing is that they will erode the retail revenue. The other thing is that it could then, depending on where the price points reach, compromise the wholesale pricing. And if your retail pricing then breaches your wholesale pricing, you have margin squeeze. And then you have, again, competition and regulatory matters that would kick in to say, “Well, this is not the way that things should work.” 

So, we really do believe that the way we’ve priced ourselves (and we keep repricing to the MVNOs, to keep them competitive) does not allow the bigger players to come and play in that space, because the cannibalisation of their own revenue is far too high.

The Finance Ghost: Jorge, thank you. That’s super interesting, and you’ve really given me a lot more insight into the MVNO space. Some great points there.

I’d like to talk now about some of the growth prospects for Cell C and some of the drivers of that. So, the one thing you mentioned there, it sounds like there are specific conditions for your partners to work. You need digital distribution, high utility, etcetera. Maybe there’s a limit then to the number of potential partners in South Africa? I guess there is a practical limit. 

So the growth drivers there, I guess, would be maybe winning more of those over time, but there’s probably a practical limit to that. So what would help you in South Africa would be overarching macroeconomic growth, right? And the wonderful news is that, at the moment, South Africa is looking better than it has in quite some time. 

So I’d like to understand from you, for a few minutes, the big growth drivers. If you could really sit down, what’s the wish list of what you wish was happening to actually hit those growth flywheels that underpin not just your medium-term targets in the IPO documentation, but allow you to even beat those over time? 

What would it be? It would be a macro story in South Africa, I’m sure, but what else?

Jorge Mendes: Yeah, absolutely. In my mind, the role of government is to cultivate the land, to make the soil conducive to really good economic growth. So, what’s a little bit more optimistic than in the past is that I think the GNU is delivering a fair amount of competition between ministers. And that’s stacking up quite well. That’s creating a bit of a healthy competition there.

I think Mteto and Dan at Eskom have done an incredible job there to turn around the electricity grid. That was hampering growth, for sure. In the telco space alone, I know there were billions in investment that were going into batteries just to ‘keep the lights on’, so to speak. And that’s wasteful, because nothing else has happened other than just having what you had before. Very, very wasteful. 

It has unlocked solar, so I think there is a lot more green energy that will come from that. But I think the energy grid is a very important part. I think the political climate’s better. The fact that we’re off the grey list is fundamentally different, so we’ll be viewed a little bit more seriously. I think those are good things. 

There’s still economic pressure, there’s no doubt about it. The unemployment rate is still too high. Education levels are not where they should be, in terms of pass rates and equality and so on. 

But I think what’s starting to happen is a lot of movement going into the township economy. You’re seeing fibre players coming up. R5 a day for unlimited Internet access. That is going to unlock economic activity, no doubt about it. 

So we want to be in that space, we want to play in that geography all day long. We want to make sure that we participate in inclusion through a digital economy for everyone. We take it too flippantly, sometimes. If you can get someone who for R5 can connect to the internet, suddenly there’s a little bit of a job creation opportunity. Whether it’s from influencing or just putting themselves out there, from a basic painter job or gardening or a car guard today can get paid through a QR code. 

These things are starting to change. Shoprite has this programme now, where you buy a QR code inside for R5, you then pay the car guard with it, and they redeem that for groceries. So those kinds of things are starting to add some tremendous value.

When the economic activity has optimism – and I think this is what the Cell C brand has now brought back into the telco space, is hope, optimism, a fresh energy. And I’m not trying to sound like the messiah of the industry. We’re the smallest player; we know our position right now. But we do have lots of hope, lots of opportunity and lots of credibility that’s now come back in. 

I think when you put those ingredients together, and you partner deeply with Cell C, we can share in growth, we can share in the aligning of the strategy. And that’s a different approach. It’s not just meant to sound like fancy words. 

So, economic outlook is more positive. Conducive environment. That’s looking a lot more optimistic. I think prices will always come down. You want connectivity to become more and more affordable. You’re seeing handset financing, you’re seeing better hardware coming into the country. 

So, the availability of a great device that today, if you look at your device, you don’t know if it’s a phone, a calculator, a camera, a diary, a calendar, a trading platform, and the list goes on. It’s an all-in-one that unlocks a lot. We want to be right at the forefront. 

And then there’s also a lot of opportunity in enterprise and public sector that we haven’t participated in. I think that’s quite interesting for us. We haven’t played in that space at all.

The Finance Ghost: Yeah, it’s speaking my language 100%. I absolutely share that view with you that access to internet is a game changer. That is the number one thing that marginalised communities desperately need in this country, so that’s excellent. I’d love to see anything in that space. 

I’ve only got you for a few minutes still. Jorge, let me ask you the last question, which is – and it’s just so fascinating to follow the whole Cell C Story, right? It’s been around for so long, but in so many different iterations. It’s felt like a startup almost throughout. It’s like a pivot, and then, “Oh, it doesn’t work.” Recap. Pivot. “Oh, it doesn’t work.” Recap. Pivot. “Oh, it’s working.” 

So, as you look back now. One of the investment highlights in the IPO deck talks about ‘turnaround delivered’, which is strong wording. That means, “We’ve done it, we’ve done the turnaround, we’re ready for growth.” Now, as you look at the balance sheet, as you look at what’s happened, as you look at now being distinct from Blu Label, etcetera. 

If you could just spend a couple of minutes on what gives you the confidence to say that? Why do you believe it’s now behind you, this turnaround, and you’ve got this platform for growth?

Jorge Mendes: Yeah, thanks. That’s a very good question. And firstly, I’m very honoured and privileged to be able to be in this position. I think a lot of great names have come before me. Strategies are easy to assess looking backwards – “That was clearly the wrong thing” – but clearly, no one goes into a strategy upfront saying, “I hope I fail so that someone can write a story about it.” So, there have been great names that have come before me. 

It’s a household brand. It’s 24 years old. Why I say turnaround delivered, certainly in the two-and-a-half years I’ve been in the role, I know what we inherited in terms of the organisation. So, that’s balance sheet, financials, creditor stretch, the type of organisation, the strategy, what we had in systems and people and all of that.

We’re up to date on everything in terms of payments, the creditor stretch is down to nothing. That was in the billions. We’ve removed costs – that was not there. We had all sorts of things happening in the organisation – that’s completely clean. Our balance sheet is now just trading debt, so that’s a fantastic position. We’ve been ‘unshackled’, so to speak. 

And I think an important part of getting to a listing is that it gives credibility when you meet the JSE requirements. And we did. I think it’s called the section 144A, which is the US listing. It’s a very stringent process. So, what it does is suddenly, as a listed entity, you have a different level of credibility. 

So, where perhaps it was murky, and “We’re not sure those guys are still going to be around, what’s their financial position? Will they survive?” That starts changing immediately because the level of scrutiny and governance (and I’ve always operated personally in environments this way), it changes overnight. So, our financial position is fundamentally different. 

The execution over the last two years has been nothing short of remarkable and relentless in what we’ve done in a very short space of time. With systems, with the brand, with the financial position, with clearing debt, with changing the balance sheet, it’s done. 

It’s not happening. It’s not “possibly” – it is done. It is behind us, and now it allows us to compete favourably. So we were like a Mvela Golden League team that arrived to play a Premiership team. We had different-coloured socks. We had borrowed boots. We made a plan on transport and how to get to the game, and somehow we delivered a result. 

And now we’ve been promoted to the Premiership. And we’re at the beginning of this new journey, and the resilience and the scars on our back that we’ve learned. And we have to remain humble, we have to remain professional, we have to remain accessible, and we have to remain a win-win organisation. 

Through deep partnerships, I think we will unlock tremendous value. So, I’m less interested about the share price. We didn’t talk about it that much and you said right up-front that it’s about the IPO. The value is the value. It doesn’t really matter because I am very confident. 

I’ve never been more convicted in my life that the value and the growth in this organisation is there. It’s a strong growth story, it’s a strong cash-generative business. But it’s only because we will do all the right things, and then those KPIs will follow.

So, normally, if you focus on the share price, you don’t run a business that well. But if you focus on running a business that well, normally you get rewarded in the share price over time. And I think that’s the consistency we’re looking for and the credibility that we have to bring. Hopefully, we can make all stakeholders and shareholders proud of this organisation in future.

The Finance Ghost: Yeah, I love that. And just to be clear for the listeners, it wasn’t that I was asked not to ask you about the share price. I said I don’t want to because I personally get nervous when CEOs start talking about the share price. The share price is a function of a million things, and all you should be worrying about is running the business. So, I love that you think that way, because it’s the right way. 

So, Jorge, this has been amazing. I did note you started as a call centre agent in the 1990s. So, you’re well versed in doing podcasts, which explains why you’re so good at this. 

Thank you so much for your time, and just, good luck. I certainly hope this won’t be our last podcast. I look forward to following the Cell C story and writing about it in Ghost Mail. And yeah, really, all the best. 

It’s exciting to see these new listings on the JSE. It’s exciting to see some growth in South Africa, some excitement and more competition in the telco space. The winners there are the South African consumers, which is obviously great for everyone. So, congratulations and thank you.

Jorge Mendes: Thank you very much. Really appreciate it. Thanks for the time today.

Ghost Bites (Anglo American | Grindrod | KAP | Libstar | Mr Price)

1

Anglo American and Teck Resources shareholders approve the merger (JSE: AGL)

Hopefully, the “merger of equals” spam will soon leave us on SENS

If there’s one thing that Anglo American has tried very hard to convince us of, it’s that the deal with Teck Resources is a “merger of equals” – and the problem is that it actually isn’t. If it was a merger of companies of similar value, they wouldn’t need to shout at us constantly about it!

Anyway, the merger of not-really-equals has been approved by the shareholders of both Anglo American and Teck Resources. The combined group will have more than 70% of its exposure in copper. It’s incredible to see the focus on copper among the mining giants. They better all hope that demand doesn’t disappoint.


Grindrod releases a sobering update after a strong share price run (JSE: GND)

This chart looks vulnerable to me

Grindrod is up 34% year-to-date. The share price made it all the way up to R18 before falling to the current level of R16. It looks less stable than your favourite uncle after his 8th drink at the family Christmas jol:

The pre-close update is a mixed bag, so that makes this chart even more interesting. As you’ll shortly see, volumes are weak but margins are strong.

Mining commodity markets have had a tough year once you go beyond gold and platinum. Grindrod’s dry-bulk commodities experienced a 12% decline in the period. Demand for iron ore and chrome was thankfully resilient, but the reality is that Grindrod makes more money when its mining clients are making more money and shipping more products.

The dry-bulk terminal at the Port of Maputo exported 13.9 Mt for the period vs. 13.2 Mt in 2024. Grindrod’s dry-bulk terminals were good for 15.2 Mt vs. 15.5 Mt last year. Elsewhere in the business, the ship agency and clearing/forwarding operations were described as “resilient” and the recovery in the container and graphite handling businesses is slow. Low deployment of locomotives impacted their rail performance. Overall, other than Port of Maputo, volumes look tough.

The saving grace is the margin story. In the Port and Terminals segment, EBITDA margin increased from 35% to 39%. The Logistics EBITDA margin, excluding transport brokering, is down from 27% to 25%. Thankfully, Port and Terminals is the most profitable part of the business (headline earnings of R448 million in the interim period vs. R140 million in Logistics). And at Port of Maputo, the share of earnings increased by 5.6% to R338.3 million.

Although gross debt increased from R2.9 billion to R3.7 billion, the group actually improved from net debt of R0.4 billion to net cash of R0.2 billion.

There are some good news stories in here, but is it enough to support such a sharp increase in the share price this year?


Has KAP finally found the bottom and turned higher? (JSE: KAP)

This update is strong and the market liked it

KAP closed a casual 13% higher on Wednesday on strong trading volumes. The share price is still very ill, as this long-term chart shows:

You can’t see it on this chart, but the share price is down 38% year-to-date even after the rally on Wednesday. If the bottom is indeed in, then there’s a long runway for a turnaround.

The results for the year ended June were poor. They were hit by major pressure points, including lower OEM vehicle production that impacted the Feltex business, as well as the ramp-up costs of the PG Bison MDF line that was commissioned during a period of weak demand. It’s a low base for comparison, so take that into account when you consider the trading statement for the six months to December 2025 that reflects an increase in HEPS of more than 20%.

Here’s another thing to keep in mind: the concept of “at least 20%” is the bare minimum disclosure for a trading statement. It could be only slightly higher, or it could be much higher. In all likelihood, a further trading statement will be released in January.

Where has the improvement come from? Well, PG Bison has increased its volumes and seen a better performance in revenue and operating profit. Unitrans managed to improve margins despite a decline in revenue, as the transport company is focusing on higher margin work. Feltex enjoyed higher domestic vehicle assembly volumes.

Of course, as we are accustomed to at KAP, there are one or two divisions that are still having a bad time. Safripol is the most worrying one, as this is a core division that is struggling with overcapacity in the market. It’s so bad that they stopped production at the PET plant in Durban for five weeks to rather work their way through elevated inventory levels! Both revenue and profit were down vs. the prior period at Safripol.

Finally, obscure startup Optix suffered a decline in profit. It’s long overdue that KAP got out of this one.

The scary capex cycle is behind them, with spend over the next three to five years focused on higher capacity at PG Bison and improving the average fleet age at Unitrans.

Aside from a target like R700 million annual operating profit at Unitrans over the medium term, the group is targeting a net debt reduction of R500 million in FY26. That will certainly help.

It’s great to see some positivity at KAP. But time has taught me that this diversified industrials group always has a headache somewhere, so I’m approaching it with caution. The market really loved it though, as evidenced by the share price jump.


Libstar exits fresh mushrooms and is still in talks with potential acquirers for the whole group (JSE: LBR)

The share price has been volatile in anticipation of a potential deal

As you can see on this chart, Libstar’s share price was deep in a hole earlier this year. Like the fresh mushrooms that it is now disposing of, the chart managed to spring up overnight in response to news of a potential acquirer swooping in for Libstar. Since then, it’s been choppy:

The good news is that Libstar is still engaging with the potential acquirers regarding the expressions of interest that were received. There’s no guarantee of a deal going ahead, but there’s still a good chance.

The other good news is that the company is moving ahead with cleaning up the group. For example, they’ve announced the disposal of the fresh mushroom business, other than the property in the Western Cape and the Denny brand itself which Libstar will license to the purchaser. This is because Libstar wants to keep producing certain Denny-branded products. The disposal will trigger a loss on sale of between R45 million and R55 million. This is an accounting measure of the difference between the book value of the assets and the selling price. It isn’t a reflection of whether the sale is the right decision or not.

Libstar is also assessing non-binding expressions of interest regarding the remaining Household and Personal Care business. They need to get out of that space and simplify the group as soon as practically possible.

To give a sense of trading performance, they’ve delivered a pre-close trading update for the 47 weeks to 21 November. They’ve excluded the fresh mushrooms business that is being sold anyway.

Revenue increased by 6.7%. There were some significant extraordinary items due to bulk sales, inventory clearances and business closures. If you adjust for this, then volumes were up 3.1% and price/mix contributed 3.6%. Encouragingly, gross margins were up for the year, so that speaks to an improved trading performance overall.

They are also on track to deliver the year-end debt guidance, with net debt to normalised EBITDA improving from the 1.3x reported for the interim period.

Looking at the segments, Ambient Products looks fine, with revenue up 5.6%. Volumes were down 0.4% (or up 4.5% on an adjusted basis) and price/mix contributed 5.9%. But then we get to Perishables where things went rather mad, with revenue growth of 8.1% thanks to wild swings of positive 23.2% in volumes and a price/mix reduction of 15.0%. The adjusted volumes growth is 1.4%. You can see why they’ve disclosed the adjusted numbers to try and give investors a better idea of the true performance.

Results are due for release on 17 March. The big question is whether some kind of deal announcement will happen before then.


Mr Price throws a stick of dynamite at its investment thesis – and share price (JSE: MRP)

The share price tanked 13.7% in response to this inability to read the room

Until Wednesday, there were two types of FMCG companies on the local market right now: those who are executing turnarounds, cleaning up after a decade of dicey deal making and reaping the rewards, and those who haven’t figured out yet that the market is tired of ownership of non-core assets.

But now we have a third type: Mr Price. 2014 called and wants its dumb offshore strategy back, please.

In an announcement of a deal that feels like a fever dream, Mr Price announced the acquisition of 100% (first problem) of European (second problem) value retailer NKD Group GmbH from a private equity seller (third problem).

Let’s just deal with the three immediate issues.

Firstly, offshore acquisitions should always be a smaller stake with a pathway to control and eventually 100% once the business is fully understood. Running straight into a 100% stake is such poor structuring that I can’t believe the board signed off on this.

The second issue is that this business is in Europe. How many more South African retailers are going to try and get it right in Europe? NKD may be an apparel and homeware retailer in Central and Eastern Europe and thus Mr Price feels like they understand that model, but we have endless examples of local management teams who made similar mistakes in faraway lands.

Thirdly, the seller is a private equity house. Buying from private equity is rarely a great idea. These people are experts at packaging a business with a big shiny bow on it, even if the underlying business has issues. They are also focused on maximising the exit price. Negotiating with private equity houses is a dance with wolves. You might get it right, but there’s a good chance of getting bitten.

We then get to the biggest issue of all: instead of dipping their toes overseas, Mr Price has dived headfirst into a rip current near the rocks. They are paying a whopping R9.66 billion for the group, or roughly a fifth of the Mr Price market cap after the obliteration of the share price (down 13.7% on the day) in response to this news.

Mr Price notes that NKD achieved sales of nearly R14.2 billion in 2024. They are therefore paying nearly 0.7x sales for the acquisition. Yes, that’s less than the 1.2x that Mr Price trades at, but it’s not cheap.

With NKD expected to be roughly 25% of group sales after the acquisition, they are literally baking in a substantial drag on the group valuation until they rebuild trust in the market. The old days of roll-up strategies where you buy something “cheap” and the market magically re-rates those earnings once you own them are far behind us.

As a sign of just how significant the shift in sentiment in response to offshore deals has been, most of the deal value was wiped off the Mr Price market cap a short while after the announcement. The market has declared this acquisition to be almost worthless. That might be an opportunity for those willing to trust the Mr Price management team in the hope that they won’t do any more bonkers deals.

NKD did generate a significant net loss in the 6 months to June 2025, but that was because of debt refinancing and hedging derivative valuation charges. If you remove those, profit after tax was roughly R129 million for the six months. How exciting. If you go back to December 2024, the annual profit was R261 million. This means that Mr Price is paying a Price/Earnings multiple of 37x for this asset.

What on earth are they thinking?

They describe NKD as a “high performing business with a strong track record” and they talk about how value retailing is growing in popularity in Europe. They also talk about “limited distraction for both management teams” – goodness knows nobody is going to take that seriously. No amount of perfume can possibly be put on this valuation pig.

As the final nail in the coffin, they have to fund this with a mix of existing cash and debt.

This is a Category 2 transaction, so shareholders won’t be asked to vote on the transaction. They voted with their feet though, as shown on the share price chart. Unsurprisingly, Mr Price’s share price has now dived down towards where Foschini Group (JSE: TFG) and Truworths (JSE: TRU) find themselves:

The biggest irritation is that my entire investment thesis here was based on Mr Price being a simpler group than peers with more focused exposure. It was working, with Mr Price having stabilised at my in-price and looking good for a recovery towards where Pepkor (JSE: PPH) is trading. Mr Price has now thrown a stick of dynamite at that thesis and people are quite rightfully angry.


Nibbles:

  • Director dealings:
    • Now here’s a share purchase worth paying attention to: two entities associated with Johnny Copelyn, the CEO of Hosken Consolidated Investments (JSE: HCI), bought shares worth almost R119 million! That’s a serious show of faith.
    • Nampak (JSE: NPL) CEO Phil Roux’s hedging transaction has been closed out and the underlying shares have been sold in the market. The value of the transaction that was unwound is R49 million.
    • An associate of a director of Lewis Group (JSE: LEW) bought shares worth R41k.
  • African Rainbow Minerals (JSE: ARI) announced that they have received R1.5 billion from Assmang in respect of the year ended June 2025.
  • Labat Africa (JSE: LAB) announced that Brian van Rooyen is retiring from the board. He co-founded the company all the way back in 1995, so this really does signal the final changing of the guard. The future of the company is all about the IT sector rather than the cannabis assets that the Labat brand was known for. I wouldn’t be surprised at all to see a name change.
  • Salungano Group (JSE: SLG) is suspended from trading, but they are making progress towards catching up on financial reporting. We know this because they’ve released a trading statement for the six months to September 2024 – and no, that isn’t a typo. In case you care about that period, HEPS was between 21 cents and 24 cents vs. a headline loss of 90 cents for the six months to September 2023 (which feels like a lifetime ago).

Ghost Bites (BHP | British American Tobacco | Mahube Infrastructure | Merafe | Thungela)

2

BHP unlocks capital through an energy deal with BlackRock (JSE: BHP)

Here’s an innovative way to be more capital efficient

BHP holds an 85% interest in Western Australia Iron Ore (WAIO). WAIO owns an inland power network that is suitable for ownership by infrastructure investors who have very different cost of capital requirements to mining houses.

To take advantage of these structurally different return requirements, BHP has entered into a deal with Global Infrastructure Partners (GIP) – part of BlackRock – that will see GIP invest $2 billion in funding in return for a 49% stake in the inland power network. BHP will pay the new entity a tariff linked to its share of inland power over a 25-year period.

In my opinion, the announcement isn’t very clear on the exact structure. But the overall story here is one of BHP retaining operational control of the inland power infrastructure, while bringing in external capital to unlock funding that can be allocated to other projects. Sounds sensible to me.


British American Tobacco reaffirms guidance for 2026 despite a slower year in 2025 (JSE: BTI)

The group has also announced a £1.3 billion share buyback

British American Tobacco has announced an expectation of 2% growth in both revenue and adjusted profit from operations in FY25. It’s actually a good outcome in the context of global tobacco industry volumes being down 2%.

The company is on a treadmill. As demand for traditional tobacco products thankfully falls away, they are replacing that revenue with the “New Category” stuff that is allegedly healthier and thus helps them tick the ESG box and have rainbow-themed pages on the corporate website. These products grew revenue by double digits in the second half of the year, a useful acceleration vs. the full year growth in the mid-single digits.

One of the biggest issues faced by the company has been illicit products in the US market, a country that they describe as “the world’s largest nicotine value pool”. They’ve gained a lot of market share in some New Categories in that market, although revenue for Vuse is still down by high single digits for the year due to the terrible first half of the year (-13%) in the North American market.

Despite an uninspiring FY25, the company has reaffirmed guidance for 2026. This suggests revenue growth of 3% to 5%, adjusted profit from operations growth of 4% to 6% and adjusted diluted EPS up by between 5% and 8%. This shape is only made possible by share buybacks to reduce the number of shares in issue over time, with a new buyback of £1.3 billion being announced.

They are also on track to reduce leverage to within 2x to 2.5x (net debt to adjusted EBITDA), helped by the recent disposal of ITC Hotels.


Mahube Infrastructure may be leaving the JSE (JSE: MHB)

The offer price is yet another slap in the face for the concept of NAV per share

It’s becoming harder by the day for investors to put much faith in the concept of net asset value (NAV) per share. Investment holding companies have been falling like flies, with delisting prices at significant discounts to NAV. At least the discounts have generally been in the range of 20% to 30%, which is then justified by marketability discounts. An interesting step that we saw recently was RMB Holdings (JSE: RMH) recognise an impairment on its balance sheet for this marketability discount. It’s starting to feel like all investment holding companies should be doing the same.

Mahube Infrastructure takes the cake though. After a few months of negotiations, Sustent Holdings has submitted a firm intention to make an offer to shareholders. The price is R5.50, which is below the current price of R6.00 per share (admittedly a very illiquid stock) and miles below the net asset value of R10.25 as at August 2025.

They are quick to point out that the price is a premium of 54% to the 30-day VWAP leading up to the first cautionary announcement being released on 25 August. Still, that’s cold comfort for shareholders who are now faced with an offer at a 46% discount to NAV per share.

This will be structured as a scheme of arrangement. Shareholders who want to retain the shares in an unlisted environment will be entitled to do so. The company making this offer is a special purpose vehicle put together by Mergence Investment Managers and Creation Capital Services. If you work up the chain, a fund managed by Creation currently holds 34.9% in Mahube.

I don’t think anybody is really going to miss this name on the local market. For me, the bigger issue here is that the credibility of NAV per share just keeps getting worse. At what point will auditors force the issue around marketability discounts?


All is not lost for the local ferrochrome industry – Merafe and Eskom are still talking (JSE: MRF)

The negotiations will continue until the end of February 2026

The local ferrochrome industry is in crisis. The beneficiation of chrome ore into ferrochrome is a process that can best be described as an energy pig. As we all know, energy costs in South Africa have gone up substantially. On the plus side, our lights actually work all year. Remember the 12 hours a day or more of load shedding?

One of the casualties in this process of improving Eskom’s financials is Merafe, the ferrochrome-focused company that has a joint venture with Glencore (JSE: GLN). Due to the economics of energy costs vs. the selling prices for the products, Merafe is already in the process of putting two smelters into care and maintenance. This will leave them with only the Lion smelter.

Although there’s no solution to these problems just yet, Eskom has agreed to keep talking to the ferrochrome industry with the intention of finding a solution by the end of February 2026.

I’m all for local production, but if South Africa cannot produce this stuff competitively, then it means we shouldn’t be doing it. There are countless other businesses in South Africa that have to manage energy costs and find solutions. What makes ferrochrome special?


Thungela’s pre-close statement deals with a difficult year (JSE: TGA)

The share price is down 29% this year

A strong dividend yield doesn’t help you when a share price falls sharply. Thungela’s share price has been under great pressure this year, with the dividend offsetting only a portion of the decline (the total return for the year is -19%). This is the important backdrop to the pre-close statement released by the company for the year ending 31 December 2025.

Let’s start with the good news: South African export saleable production is expected to be 13.7 Mt and thus above the guided range of 12.8 Mt to 13.6 Mt. Improvements at Transnet Freight Rail have been most welcome, with volumes up 9% year-on-year. This is the momentum we need to see in South African infrastructure.

Over in Australia, a period of lower quality coal production caused challenges for sales in the first half. Thankfully, they have subsequently found buyers for the coal. They expect to achieve export saleable production of 3.8 Mt at Esham, within the guided range of 3.7 Mt to 4.1 Mt.

Coal prices unfortunately haven’t played ball this year. For example, Newcastle coal prices hit a four-year low in September 2025. Looking at the year-on-year move, the Richards Bay Benchmark average fell 15% and the Newcastle Benchmark average fell 22%. The prices realised by Thungela can differ from the benchmarks, but this gives you an idea of where things have gone directionally.

In terms of capital expenditure, total capex in South Africa of R2.6 billion is split into sustaining capex of R1.4 billion and expansionary capex of R1.2 billion. In Australia, they only incurred sustaining capex of R650 million. Across the regions, sustaining capex is either below guidance or at the lower end of guidance, while expansionary capex in South Africa was at the upper end of guidance.

The capital allocation strategy included the repurchase of 3.4% of issued share capital during 2025. It’s important to see the company doing this during a period of depressed share prices. The net cash balance is expected to be between R4.9 billion and R5.2 billion by the end of December.

The dividend policy is to pay 30% of adjusted operating free cash flow, although the board has the flexibility to add a further buffer to give them flexibility through the cycle.


Nibbles:

  • Director dealings:
    • The CEO of Woolworths (JSE: WHL) sold shares worth R36.8 million to “rebalance” his portfolio. A sale is a sale, regardless of the underlying reason. Woolworths hasn’t exactly been a star performer, down 12.5% year-to-date and nearly 20% over three years.
    • Fascinatingly, on the same day, Shoprite (JSE: SHP) announced that an entity related to the CEO sold shares worth around R34.5 million to “rebalance” his portfolio. You can see how this language has become commonly used on the JSE. Shoprite’s rather demanding P/E multiple means that the share price has actually lost 7% this year! The share price is up 15% over three years though.
    • The spouse and family investment entity of a director of Lewis (JSE: LEW) bought shares in the company worth a total of R561k.
    • The company secretary of Thungela Resources (JSE: TGA) has sold shares worth R116k.
  • In big news for Stefanutti Stocks (JSE: SSK), the R580 million settlement has been received from Eskom. At least R500 million will be used towards the outstanding facility with Standard Bank before the end of February 2026.
  • Here’s good news for Accelerate Property Fund (JSE: APF) punters like yours truly. GCR has upgraded the credit rating from SD(ZA) (selective default) to C(ZA) (a very weak rating). Think of it as going from kakste to kakker. The journey to just being kak continues. This is how turnarounds work.
  • Wesizwe Platinum (JSE: WEZ) is working towards the lifting of its suspension from trading. The interims for the six months to 30 June 2025 have been delayed as the auditor’s opinion included a disclaimer. Wesizwe wants to release financials without a disclaimer, so they are doing additional work to try and address this. This delay will push the interim results out to March 2026.

Ghost Bites (Absa | Capitec | Italtile | Nampak | Spar | Sygnia)

Absa’s ROE is moving higher, but watch those margins (JSE: ABG)

The recent momentum in the share price might be too strong

In the B-league of local banking, Absa and Nedbank (JSE: NED) fight it out for best of the rest. Their share prices have decoupled this year, with Absa pulling away with 17% growth vs. Nedbank down almost 10%.

The five-year picture is much closer, with the improvement in macroeconomic conditions in the rest of Africa giving Absa a lovely boost this year and helping it make back most of the lost ground:

For context, Capitec (JSE: CPI) is up 184% over the same period!

Absa’s strong share price momentum in the second half of 2025 is thanks mainly to the low valuation it was on. Yes, there’s growth in the business, but not much to get excited about.

In a voluntary trading update for the year ended December 2025, they flag mid-single digit revenue growth. From a return on equity (ROE) perspective, the good news is that growth in non-interest revenue was ahead of net interest income. Non-interest revenue is a more capital-efficient way to generate income, so it juices up ROE.

The credit loss ratio has been the biggest highlight, improving from 103 basis points (outside the target range) to be within the upper half of the through-the-cycle target range of 75 to 100 basis points.

The concern, like at Nedbank, lies in expenses. The cost-to-income ratio is going the wrong way, as expenses are up by mid-single digits and revenue growth is slightly lower than that.

Thanks to the mix effect of higher non-interest revenue and of course the reduction in the credit loss ratio, ROE is expected to improve from 14.8% to 15.0%. HEPS growth will be in the low double digits. This is difficult to extrapolate though, as the credit loss ratio moving back within range is a step change in the numbers that won’t happen every year.

Looking ahead to 2026, they expect mid-single digit revenue growth, slightly positive Jaws (this means revenue growth ahead of expenses and thus margin expansion – that’s a big one to watch) and further improvement in the credit loss ratio. This should take them to ROE of 16%. The ROE target range for 2027 to 2030 is 16% to 19%.

Let’s see if they can pull it off!


Capitec acquires Walletdoc for up to R400 million (JSE: CPI)

This is a classic example of the outcome that startups look for

The venture capital (VC) industry is built around pumping money into startups that stand a decent chance of being acquired one day. Very few such startups are built to be financially viable on their own, as the goal is to scale quickly and build something that would be appealing to a corporate buyer who could plug the company into a larger ecosystem.

I have no idea at this stage if Walletdoc is profitable on a standalone basis, but we do know that Capitec is going to pay up to R400 million to acquire the business. This will undoubtedly inspire a zillion LinkedIn posts by VCs who will point to this deal as an example of success in the local fintech sector.

R300 million is payable up-front in cash, with the remaining R100 million being structured as a deferred earn-out over three years subject to achieving certain milestones. The earn-out would be settled in Capitec shares.

What does it mean for Capitec? Well, Walletdoc has been building its payments business since 2015. They offer various payment solutions for merchants and all kinds of tech integrations that seem to focus on smartphones and digital wallets. There is a clear strategic fit around financial services accessibility and Capitec’s push into business banking as well.

Capitec is such a behemoth that the R300 million cash portion of this deal is only 0.06% of the group’s market cap!


No Christmas cheer at Italtile I’m afraid (JSE: ITE)

Sales are weak and margins are under pressure

Italtile released a trading update dealing with 1 July to 30 November 2025. I’m afraid that there isn’t much good news to report.

Management has been incredibly transparent for ages now when it comes to the challenges facing the industry. They’ve highlighted the risks from cheap imports combined with overcapacity in local manufacturing and weak demand. This has resulted in a 6.2% drop in manufacturing sales, which means reduced capacity utilisation and thus even more pressure on margins despite management initiatives around costs.

The retail side of the business (CTM / Italtile Retail / TopT) could only increase system-wide turnover by 1.2%. Average selling prices fell year-on-year due to high levels of competition and poor consumer confidence. Despite all the positivity around South Africa this year and the reduction in interest rates, Italtile hasn’t seen an uptick in construction activity.

The update doesn’t give a specific indication of profitability, but it’s not rocket science to read between the lines here. Italtile is suffering, with the share price down 36% year-to-date and no sign of improvement in the business.


Nampak’s results look good, but the share price lacked momentum to break higher (JSE: NPK)

This is the danger of buying stocks at or near the 52-week high

Nampak’s share price hit a new 52-week high on 27 November in response to the release of a trading statement. It can be very tempting in those situations to jump on the hype train and buy the trading statement.

Personally, I’ve learnt two lessons about these situations. The first is to always wait for the release of full results to see what’s actually going on. The second is to wait for a confirmed break higher vs. buying at a strong resistance level and then hoping it breaks through.

These lessons helped me avoid some pain on this one, as Nampak has dropped by nearly 9% since that recent high:

So, the break higher clearly wasn’t confirmed, but what do the full results look like?

Nampak is executing an impressive turnaround story, with revenue from continuing operations up by 8% and trading profit jumping by 26% as the trading profit margin improved from 10.5% to 12.3%. To add to the party on the income statement, net finance costs were down 45% as net debt excluding lease liabilities dropped by 52%. This is why HEPS excluding once-off items jumped by a delightful 46%.

HEPS as reported was actually up 213%, but that’s obviously not a reflection of maintainable growth. The fact that adjusted HEPS was up by 46% shows you just how well the company is doing.

It wasn’t a perfect year. For example, the Beverage South Africa segment kicked off this period by being unable to fully meet customer demand at the end of 2024 due to production challenges that have subsequently been addressed. They have significant can capacity in Beverage South Africa and will look to take advantage of improved local conditions. Even with these challenges, this segment delivered EBITDA growth of 13% for the year.

Diversified South Africa had a much tougher time, with EBITDA down 5% due to consumer spending issues in certain categories and major customers changing their packaging strategies.

Beverage Angola performed beautifully, with EBITDA up by 30% thanks to a stable currency and a more favourable operating environment. As a sense of size, this segment contributed EBITDA of R360 million – now higher than the R310 million in Diversified South Africa. And in case you’re wondering, Beverage South Africa is bigger than both of them combined, with EBITDA of R907 million.

Cash flow from total operations increased by 38% and free cash flow was almost 5x higher at over R1 billion.

There’s still a bit of cleaning up to do, like the disposal of Nampak Zimbabwe after the initial deal to sell that business fell through. On the whole though, Nampak is putting forward a strong story here.

If you use adjusted HEPS of R77.40, then the current share price is a P/E of around 6.7x. I think the reason for the drop from the 52-week high is that the trading statement created too much hype around HEPS due to the once-offs affecting that number. This adjusted P/E multiple suggests that there might be room for some upside.

Update: an earlier version of this Ghost Bite inadvertently used the prior year adjusted HEPS for an implied P/E closer to 10x. This error and the associated commentary has been corrected.


Spar sees a “clear pathway to shareholder returns” – but that path remains treacherous (JSE: SPP)

There is a severe lack of revenue growth

Spar has released results for the 52 weeks ended 26 September 2025. The past couple of years have seen Spar executing tough decisions related to the European businesses. With the strategic restructuring largely behind them, they now need to deliver improvement in the core business in South Africa and Ireland.

With group net debt down by 40% to R5.4 billion, they have more breathing room on the balance sheet to do it. The financial position was assisted by growth in cash generated from total operations of 13.3%. They still have the hangover of the debt incurred in South Africa to get rid of the business in Poland, but at least there’s now certainty over that situation.

The trouble lies in just how competitive this market is, with turnover in Southern Africa up just 2.3% and Ireland managing just 0.6% growth in euros. Both businesses experienced a minor improvement in gross margin, so gross profit was up 4.4% and 2.2% respectively. The story diverges at operating profit level though, with Southern Africa up 6.8% and Ireland down 2.8% due to pressure in that market on wage and overhead costs. We can only hope that Ireland won’t end up going the way of Poland and Switzerland for Spar.

It’s been an ugly year for the share price, down 28% in 2025. Spar may be talking about a “clear pathway to shareholder returns” but the market isn’t buying that story just yet.


Sygnia’s dividend growth is now really lagging profits (JSE: SYG)

It feels like this should be more of a cash cow

Sygnia is a solid business. With a focus on low-cost investment funds, the group has been pursuing a lucrative strategy. This is evidenced by the 12.8% increase in revenue for the year ended September 2025.

Having now decided that South Africa’s living conditions aren’t as bad as the UK’s tax burden, CEO Magda Wierzycka has moved back to the land of sunshine and Bokke. Her CEO report talks about concepts like wanting to promote venture capital growth in South Africa and being alert to opportunities around cryptocurrencies. She also talks about AI for Africa, but I think we are dreaming if we believe that South Africa has any role to play in the current global AI arms race.

It therefore seems likely that some interesting products could emerge from Sygnia in the near-term. But in the meantime, investors will have to stomach a worrying situation in which expense growth of 13.4% was higher than revenue growth. This means that profit after tax increased by only 10.4% – a solid result when viewed in isolation, but disappointing in the context of the revenue growth.

I’m afraid it gets worse when you look at the dividend, with growth of just 6.5% to 231 cents per share. In what is essentially a capital-light model, seeing the dividend grow at approximately half the revenue growth rate isn’t encouraging. This could be why the share price dipped 4.4% on the day of results.

It’s been a great year nonetheless, with Sygnia’s share price up 65% as sentiment has swung firmly in favour of emerging market businesses.


Nibbles:

  • Director dealings:
    • A director of a subsidiary of Invicta (JSE: IVT) bought shares worth R973k.
    • The spouse of a director of a major subsidiary of Growthpoint (JSE: GRT) bought shares worth R694k.
    • A director of Spear REIT (JSE: SEA) bought shares worth R275k. Separately, a family investment entity linked to the CEO of Spear refinanced a loan from Investec for R41 million, with R90.7 million in shares pledged as security for the loan. Top executives of REITs tend to make use of debt to increase their holdings over time.
    • The company secretary of Famous Brands (JSE: FBR) sold shares worth R56k.
  • Datatec’s (JSE: DTC) scrip dividend was a success. Based on the elections by shareholders to receive more shares in lieu of cash dividends, Datatec capitalised profits of R300 million and paid out cash dividends of R110 million. Of course, it helps that the company founder and other directors have so many shares, as they supported the scrip distribution alternative.
  • Nictus (JSE: NCS) has brought an extraordinary period to a close. This obscure small cap has almost doubled its share price in 2025, yet liquidity remains really low. For the six months to September 2025, HEPS jumped from 26.51 cents to 41.04 cents. It’s all about the jump in insurance revenue in the group, with furniture retail revenue actually dropping slightly.
  • Copper 360 (JSE: CPR) announced the results of the claw-back offer to raise capital. The full R400 million in fresh equity was raised, but that’s not a surprise based on how the offer was structured. The underwriter has ended up with a big chunk of the raise, as shareholders only subscribed for 63.3% of the rights offer shares. In addition to this raise, debt instruments worth R715 million will convert into shares. With the share price having shed over 70% of its value in 2025, this capital raise is the last roll of the dice for Copper 360. They cannot afford to miss any milestones now.
  • Southern Palladium (JSE: SDL) issued a tranche of shares to raise A$12.74 million at an issue price of A$1.10 per share. This relates to the approval granted at the AGM held on 28 November 2025.
  • MultiChoice (JSE: MCG) is bringing its JSE-listed era to an end. The delisting will proceed on 10 December. But remember, Canal+ will be back with an inward listing within 9 months. Best of all, this will include the entire Canal+ group, not just MultiChoice. I look forward to that day!
  • Now that the compliance certificate required from the Takeover Regulation Panel (TRP) has been received, Safari Investments (JSE: SAR) will be suspended from trading on 17 December and will then pay the clean-out distribution before being delisted on 23 December.
  • Anglo American (JSE: AGL) withdrew Resolution 2 from the agenda of the 9 December shareholder meeting. This resolution related to amendments to long-term incentive plans in light of the deal with Teck Resources. This only happens when engagement with shareholders before the meeting suggests that the resolution will fail to pass.
  • In case you’re wondering, Curro (JSE: COH) is still waiting for confirmation of the dates of the Competition Tribunal’s approval process.
  • Trustco (JSE: TTO) is never far away from drama, with the company refusing to entertain an attempt by the Riskowitz Value Fund to get various new directors appointed to the board. Trustco’s view is that the notice sent to the company by Riskowitz was legally defective. I can just about guarantee that this fight is only warming up.
  • Oasis Crescent (JSE: OAS) announced that holders of 57.05% of units elected to receive the cash distribution, while the holders of the remaining 42.95% of units elected to reinvest their distribution in the property fund.
  • As another reminder to the market that they are very serious about the bitcoin strategy, Africa Bitcoin Corporation (JSE: BAC) has appointed Dr Saifedean Ammous as Bitcoin Strategic Advisor.
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