Old Mutual Africa (Old Mutual) is to sell Old Mutual Nigeria Life Assurance Company and Old Mutual General Insurance Company Nigeria to Emple Group, an investment company managed by Nigerian investors. Financial details were undisclosed. The decision follows a strategic review of the businesses with the key consideration to optimise capital management. The Group confirmed it would remain in Nigeria, maintaining a presence through its investment arm, Africa Infrastructure Investment Managers.
Invicta subsidiary, Invicta Global Holdings plc, has acquired a UK-based supplier of consumable parts to British and European earth moving and agricultural machinery aftermarkets. The purchase of Nationwide Bearing Company (NWB) for £12,3 million (R293,6 million) provides a platform for Invicta to grow its global Replacement Parts Earthmoving business. Aside from the synergies and cost-effective savings, NWB has product ranges which can be cross sold into Invicta’s existing operations.
Emira Property Fund, a 59.3%-owned subsidiary of Castleview Property Fund, is to dispose of a portfolio of 13 properties in Cape Town to Spear REIT. The portfolio comprises six office properties, five industrial facilities and two specialist/retail properties with the majority of the portfolio value being in office properties. The portfolio is to be acquired at no premium to its market value and is accretive to Spear shareholders from a distributable profit perspective. The R1,1 billion transaction forms part of Emira’s strategy to recycle capital. The net proceeds will be used to reduce debt and subsequently to fund new acquisitions.
In a separate announcement, Emira Property Fund disposed of Makro Crown Mines to New Order Investments 90 in a R334,5 million deal and Market Square, Beacon Way in Plettenberg Bay to Lynx Real Estate Developments for R354 million.
The saga of the off-market takeover offer by Goldway Capital Investment of MC Mining shares continues. Goldway has extended the close of its offer period from 5 April to 19 April 2024. Results of the offer will be announced on 29 April 2024. Goldway has a substantial shareholding of 76.4% but this is short of the minimum 82.19% level necessary to satisfy the ‘Minimum Acceptance’ condition for the Offer to proceed.
RMB Holdings has disposed of its 7.15% stake in Divercity Urban Property Group for R50 million. The shares, repurchased by Divercity, were at a consideration below its carrying value of R87,1 million (as per RMH’s interim results).
Unlisted Companies
Baobab Network, an early-stage investor in African startups, has acquired Reflector Marketing, a South African, strategy and branding agency. Reflector Marketing has a diverse clientele, across a diverse range of industries and spanning five continents. The agency has played a pivotal role in refining their positioning and scale by providing strategic marketing, branding and digital services tailored to individual needs.
RNR (Right Now Response), a local breakdown management startup, has raised R12 million in a follow-on investment round led by HAVAÍC. The venture capital firm contributed R10 million following an initial R9,2 million invested in February 2023. RNR provides truck fleet managers with on-demand breakdown support via its nationwide network of vetted mechanics, electricians and repair centres.
African Rainbow Minerals has, on a private placement basis, acquired a 15% stake in Surge Copper Corp. The 39,608,708 shares in the TSX Venture Exchange-listed company will be acquired at an 18% premium to the 20-day VWAP for a purchase consideration of C$3,76 million representing C$0.095 per share. Surge owns the Ootsa Property and Berg Project in British Columbia which have significant deposits of metals used as input in electrification and the low-carbon economy.
The required SARB approval has been granted for Exxaro Resources to pay shareholders a special dividend of R5.72 cents per share. The number of ordinary shares in issue as at the declaration date was 349,305,092. Payment date is scheduled for 13 May 2024.
A number of companies announced the repurchase of shares.
British American Tobacco has commenced its programme to buyback ordinary shares using the £1,57 billion net proceeds from its sale of ITC shares. The company will buy back £1,60 billion of its ordinary shares – £700 million in 2024 and the remaining £900 million in 2025. This week the company repurchased a further 880,000 shares at an average price of £24.02 per share for an aggregate £2,11 million.
In terms of its US$5 million general share repurchase programme announced in March 2024, Tharisa plc has repurchased 427 ordinary shares at an average price of R13.77 per share for an aggregate repurchase value of R5,881.00.
Prosus and Naspers continued with their open-ended share repurchase programmes. During the period 25 to 28 March 2024, a further 3,042,342 Prosus shares were repurchased for an aggregate €86,98 million and a further 235 734 Naspers shares for a total consideration of R763,6 million.
Telemasters issued a cautionary notice this week. The Company will be disposing of 30% of the shares of its major subsidiary, Catalytic Connections, to the Sebenza Education and Empowerment Trust.
Xtract Resources has entered into an option and joint venture agreement with Oval Mining, who are acting in cooperation with Cooperlemon Consultancy, to earn up to a 70% interest in the Silverking copper mine and accompanying exploration licence 26673-HQ-LEL in the Mumbwa District of the Central Province of Zambia.
Following a thorough strategic review, Old Mutual Nigeria has sold its life and general insurance businesses to the Emple Group. Financial terms were not disclosed. The group confirmed that it would still maintain a presence in the West Africa country through its investment arm, African Infrastructure Investment Managers.
Thor Exploration, the TSX-V and AIM listed exploration company currently advancing the Douta gold project in Senegal to a preliminary feasibility stage, has acquired majority stakes in two licences in southeast Senegal near to the Douta project. Thor has acquired up to an 85% interest in the Douta-West Licence which lies contiguous to the Douta project and an 80% interest in the Sofita Licence which lies approximately 20km south of the gold project.
Ghana’s Zeepay, a remittance and mobile money service company, has raised US$3 million in equity funding from Verdant Capital Hybrid Fund. The capital increase will be used to strengthen its financial position. The company, with licences in Ghana, Zambia, Ivory Coast, Sierra Leone, Gambia and Barbados, is already present in 23 countries.
OAR Resources has signed a binding agreement with Bullrun Capital Inc, Cityscape Asset and Impala Consulting to acquire 100% of Exclusive Prospecting Licences(EPL) 9652 and 9725. The EPLs are located close to Walvis Bay in the Erongo Region of Namibia and are considered highly prospective for in-demand and in-value uranium. In consideration for the EPLs, OAR will pay CAD$125,000 in cash plus four tranches of shares totalling 400,000 fully paid shares at various stages thereafter.
UAE-based Invictus Investment Company plc has completed the acquisition of a 60% stake in Graderco and its subsidiaries from Zalar Holding. No financial terms were disclosed. Graderco is a grain and cereal trading firm in Morocco which imports, stores and trades 2.5 – 3.0 million metric tonnes of grain and grain derivatives for both human and animal nutrition annually.
The Minister of Trade, Industry and Competition has proposed the Companies Amendment Bill, 2023 (First Bill) and the Companies Second Amendment Bill, 2023 (Second Bill).
While the Second Bill proposes to amend certain provisions of the Companies Act, 71 of 2008 (Companies Act) to extend the time periods for which a court may declare a director delinquent or under probation (section 162), and the prescription period for claims against directors for loss or damages (s77(7)), the majority of the proposed amendments to the Companies Act emanate from the First Bill. From a transaction perspective, legal advisers should note the amendments proposed in the First Bill to s38 (regarding the validation of the irregular creation, allotment or issuing of shares), to s45 (regarding intra-group financial assistance), to s48 (regarding the repurchase of shares) and to s118 (regarding the application of the takeover provisions in the context of private companies).
S38 states that the board may resolve to issue shares within the classes and to the extent that the shares have been authorised by the Company’s MOI, in accordance with s36. If shares are issued but not authorised in terms of s36, or in excess of the number of authorised shares of any particular class, the share issue must be retroactively authorised in terms of s36 – within 60 business days after the date of issue – failing which, the share issue will be a nullity and any entry into the securities register will be void. The proposed amendment in s38A of the First Bill provides that, on application by the company or any party holding an interest, a court may validate the creation, allotment or issue of shares if it is satisfied that it is just and equitable to do so. This proposed change is useful to companies and shareholders which find themselves in circumstances where retroactive authorisation has not occurred within the prescribed 60 business day period.
The First Bill amends s45, by inserting s45(2A), which provides that the financial assistance provisions of s45 do not apply to the giving of a company of financial assistance to or for the benefit of its subsidiaries. The proposed carve out to this category of inter-group financial assistance should be welcomed, given the somewhat onerous requirements prescribed by s45.
In instances where a company wishes to acquire its own shares, it will no longer have to comply with the provisions of s114 and s115. The proposed amendment to s48(8) requires a special resolution of shareholders (and nothing else) if a company intends to acquire shares from a director of the company (or any person/s related to such director), or if the acquisition is not as a result of:
• a pro rata offer made to all the shareholders of the company or holders of a particular class of shares; or
• a transaction effected on a recognised stock exchange on which the shares are traded.
The result? A company will not have to obtain an expert report in respect of transactions where the company acquires more than 5% of the issued shares of a particular class of its shares. This is another welcome change, as obtaining an expert report can be an expensive and time consuming exercise, with limited benefit to sole shareholders or shareholders in a private company.
The proposed amendment to s118(1)(c) further limits the application of the takeover provisions in respect of private companies, in that the provisions will now only apply to private companies if a company has 10 or more shareholders with direct or indirect shareholding in the company and meets or exceeds the financial threshold of annual turnover or asset value as determined by the Minister.
Other noteworthy amendments and additions in the First Bill include:
• s16(9)(b), to amend the date on which amendments to a MOI take effect, namely within 10 business days of receipt by the commission of the notice of amendment, unless endorsed or rejected by the commission prior to the expiry of the 10 business days;
• s72, to describe instances where a company does not require a social and ethics committee and, among other matters, the composition and manner in which the social and ethics committee must be appointed; and
• s30A and B, which compels all public and state-owned companies to prepare and present a remuneration policy and a remuneration report in respect of the previous financial year, for approval by the shareholders either at an AGM or, in the instance where a remuneration policy was not approved at the AGM, at a shareholders meeting called for this purpose.
The First and Second Bill are currently under consideration by the National Council of Provinces.
Daniel Hart and Janke Strydom are Partners and Nolukhanyo Mpisane a Candidate Attorney | Fasken.
This article first appeared in DealMakers, SA’s quarterly M&A publication.
Africa’s M&A market has experienced significant turbulence amid post-pandemic economic and geopolitical uncertainty. The renewable energy and material sectors have been bright spots, however, and seem poised to lead the market’s recovery.
The market’s downturn can be traced to the second half of 2022, when the region’s total deal value fell to US$6 billion — a sharp 62% decline compared to the first half of the year. For context, the market surged to an all-time high in 2021 – with deal values exceeding $44 billion – signalling that dealmakers were playing catchup after the initial shock of the COVID-19 pandemic had passed. The merger of the Angolan oil and gas businesses of BP and Eni contributed to this dealmaking peak.
The post-pandemic surge was followed by a reversion to more normal levels of M&A activity. Deal value in the first half of 2023 was $4 billion — a 73% drop from the first half of 2022, versus a 45% decline globally. However, the steep year-on-year decline masks the emergence of an active M&A market over the past decade, which should promote continued strength.
Several sectors in Africa have bucked the recent downward trend:
• Renewable Energy. Seeking greener and more secure energy sources, investors turned their attention to Africa’s renewable energy sector. An example is the pending acquisition of BTE Renewables for more than $1 billion by a consortium formed by Meridiam and Engie. In 2022, the renewable energy sector attracted a record-breaking $118 billion in foreign direct investment (FDI), representing more than 60% of total FDI inflows to Africa. The leading investors in the sector are the UAE and India, followed by the UK and France.
• Materials. Rising concerns over access to raw materials have spurred M&A in Africa’s materials sector over the past two years. So far, the largest deals in 2023 have occurred in the materials sector. China Natural Resources has agreed to acquire Williams Minerals, a Zimbabwe-based lithium mine operator, for almost $600 million. Lilium Mining acquired a 90% stake in the non-core gold mines of Endeavour Mining in Burkina Faso for $300 million.
• Health Care. The pandemic underscored the need for African countries to develop the skills and capacity to independently address the health challenges of their growing populations. This realisation has attracted investors to the health care sector. A standout example is Manta Bidco’s acquisition of Mediclinic International for $2.5 billion.
• Technology. The emergence of a technology ecosystem in Africa is a catalyst for transactions and fundraising in many countries. Among others, Kenya – where tech deal value spiked in 2022 – is very active in technology-driven transactions.
In 2022 and the first half of 2023, the most active countries in the region, in terms of M&A volume and value, were South Africa and Egypt, followed by Nigeria and Kenya.
Looking ahead, we see a mix of challenges and opportunities. Persistent global instability may dampen investors’ enthusiasm, leading to heightened risk aversion, especially toward investment opportunities in a continent with an extremely complex business landscape. An emerging movement toward increased protectionism among African countries could impede international investment flows to certain markets; conversely, however, it might spur transactions among African entities. The growing number of African-led acquisitions and the rise of Africa-focused sovereign funds, private equity investors and family offices underscore the potential for more locally generated M&A activity. At the same time, global players from China, India and the Middle East are steadily expanding their presence in Africa.
Several other trends and considerations are noteworthy:
• Energy Transition and Infrastructure. Prominent investors may begin consolidating market shares and leveraging their regional platforms to expand their reach into the developing continent. Governments and investors recognise the need to close notable gaps in the infrastructure and energy sectors. As a result, we expect to see substantial investments in electrical grids, natural gas, renewables and green hydrogen, among other areas.
• ESG. As in other regions, environmental, social and governance (ESG) factors have become key considerations in African M&A transactions in recent years. We expect this trend to persist in the long run, despite recent scepticism from some global investors about the impact of ESG constraints on companies.
• Sourcing. Supply chain considerations will promote M&A investments as companies’ sourcing strategies emphasise proximity and security. Thanks to its abundant natural resources and young population, Africa is well positioned to serve as a sourcing hub for neighbouring markets. Notably, the presence of good infrastructure, attractive locations and favourable legal frameworks in Morocco, South Africa and Egypt give those nations an edge over other African countries. Consolidation among logistics players to better serve African hinterlands, known as “corridor integration”, will also lead to new deals.
• Capital Availability. Around the world, private equity firms and family offices are flush with cash available for deployment. As the right opportunities emerge, the accumulated dry powder of financial sponsors, including African investors, will boost M&A activity. Although investors’ risk aversion has depressed valuations, we may see a tipping point at which low valuations entice a flood of capital. If that occurs, however, the capital influx may predominantly benefit regional players over multinational companies operating in Africa, as some of the latter are reducing their regional investment and exposure.
Against this backdrop, the energy and materials sectors, along with the broader industrial sector, will likely maintain their momentum and spur the M&A market’s resurgence. Some companies in these sectors have robust balance sheets and available cash, and they also stand to benefit from higher commodity prices. Their strong positions might lead them to recalibrate their diversification strategies in search of growth opportunities. Major industry players are likely to explore consolidating their market positions by leveraging regional platforms to expand their African presence.
Seddik El Fihri is Managing Director and Partner | Boston Consulting Group, Casablanca
This article first appeared in DealMakers AFRICA, the continent’s quarterly M&A publication.
There’s a lot more to blockchain technology than just the latest Bitcoin or Ether price. After the boom of NFTs and all kinds of other things during the pandemic, things clearly cooled off in this space – and for the better. In the meantime, corporates and entrepreneurs are busy in the background on tokenisation of assets to create digital assets.
In a digital economy, digital assets are important.
The Fintech space is more widely understood. But again, it goes beyond just a payments solution on your wrist or your phone. As the world becomes increasingly cashless, there’s a lot of innovation in the financial space.
To unpack these areas in more detail and to understand how use cases are developing, I was joined by Wiehann Olivier (Partner and Head of Fintech & Digital Assets at Mazars) and Mia Pieterse (Partner and Fintech Specialist at Mazars).
Mazars is an internationally integrated partnership, specialising in audit, accountancy, advisory and tax services. Operating in over 100 countries and territories around the world, they draw on the expertise of more than 50,000 professionals – 33,000 in Mazars’ integrated partnership and 17,000 via the Mazars North America Alliance – to assist clients of all sizes at every stage in their development.
To find out more about Mazars in South Africa, visit:
In the latest episode of Investec’s No Ordinary Wednesday podcast, discover the sectors that have piqued the interest of award-winning fund managers, Barry Shamley and Peter Vogel, and the factors driving their local and international investment decisions.
Get the latest recap of JSE news in the Ghost Wrap podcast, brought to you by Mazars:
Schroder European Real Estate refinances a major loan (JSE: SCD)
This is a useful way to see how a cost of debt can move higher
Schroder has refinanced a €8.6 million loan with existing lender Saar LB, secured against the Rennes logistics investment. The reason I think you should pay attention is that it shows how property funds see their cost of funding increase in an environment of higher rates.
The new five year facility is a margin of 1.6% above the reference rate, which is more expensive than the 1.4% margin on the outgoing facility. The total interest cost has been fixed at 4.3% (the five year euro swap rate of 2.7% plus a 1.6% margin).
The loan to value ratio is 33% gross of cash or 24% net of cash. This is well below the limit of 35% net of cash. Total third-party debt is €82.5 million.
But here’s the kicker: this refinancing takes the blended all-in cost of debt from 2.8% to 3.0%. The company describes this as “marginal” but I don’t think 20 basis points is all that marginal in a developed market context. It just shows how the narrative has changed as those markets have started to adjust to a “new normal” of higher rates.
Southern Palladium has advanced the pre-feasibility study (JSE: SDL)
Over 30,000m of drilling has been completed
The exploration phase in mining is all about taking an asset from a mystical area of land to an operating mine. To get there, you have to do a lot of drilling and reach a level of comfort around the extent of resources in the area and the plan to mine them. This allows for further funding to be raised and the mine to eventually be built. There are many important milestones along the way and the process takes a long time.
Southern Palladium is on this journey, with much drilling work having been completed as the company moves towards completing a pre-feasibility study. The company has cash reserves of $8.34 million and thus has sufficient funding to complete this study.
Things to look out for here are a long life of mine and indicative cash costs towards the low end of the global cost curve (i.e. relative to other mines focusing on the same commodity). After all, there’s no point in building an inefficient mine!
Based on the initial capital spend estimate of $408 million, the indicative post-tax internal rate of return is 21%. I must be honest, there are many private companies in far less risky industries in South Africa that offer similar returns. It’s obviously also not possible for large institutions to invest in small private companies, so I’m not comparing apples with apples. I’m just putting that IRR in context.
The company plans to complete the pre-feasibility study by roughly December 2024.
After announcing a major acquisition, Spear REIT has given an update for the financial year (JSE: SEA)
There is modest growth in distributable income per share vs. 2023
In case you missed the news earlier in the week, Spear has agreed to acquire a substantial Western Cape portfolio from Emira for R1.146 billion. That’s a very large transaction for the group and a major step towards being a scale player in the property sector.
Hot on the heels of that news comes this update, which confirms that distributable income per share has increased by between 0.75% and 1.5% for the year ended February 2024 vs. the comparable year. That may not sound like much, but most SA-focused property funds went backwards in their latest financial year. Where we have seen significant growth, it’s been in funds with offshore exposure.
Rental reversions rates have improved significantly from -3.69% in FY23 to -0.37% in FY24, so the huge pressure on lease renewals that we saw in the post-COVID period seems to be abating. The average portfolio in-force escalation rate was 7.52% in FY24, up from 7.40% in FY23. This is how property funds offer inflation protection to investors. The industrial portfolio is a highlight here, with reversions of 6.12% and in-force escalations of 7.72%. The retail portfolio sweeps away those reversions though, with positive reversions of 11.03% and in-force escalations of 7.47%. In case you’re wondering, Pick n Pay is 1.32% of the contractual rental income of Spear.
Of course, the reversion pressure has to come from somewhere, with the office portfolio as the only remaining place where it can be. Indeed, reversions were -4.67% and occupancy levels were only 84.37%. The fund believes that this situation will improve due to demand for space in Cape Town. Time will tell.
Interestingly, 96% of the cost of diesel supplied to operate generators has been recovered from clients. Landlords have been working hard to push the cost of load shedding onto tenant income statements. The fund isn’t sitting on its hands though when it comes to solar, with various installations currently being planned and an expectation that installed capacity within the next 12 to 18 months will generate 25% of Spear’s total electricity demand.
The loan-to-value ratio was 31.60% as at the end of February 2024. Fixed debt was just under 50% of total debt, which is below the strategic target of 65% to 75% of debt to be fixed. The disposal of the Liberty building will take this down by around 600 basis points. Although the group doesn’t provide the maths at this stage, the acquisition of the Emira portfolio will surely take it higher again.
The tangible net asset value per share is R11.79 and the share price is R8.03.
The WeBuyCars listing date has been finalised (JSE: TCP)
And so has Transaction Capital’s stake in the company just before the unbundling
Transaction Capital has released a finalisation announcement for the WeBuyCars unbundling. As a shareholder in Transaction Capital, I’m certainly looking forward to seeing how both the Transaction Capital and WeBuyCars share prices will behave.
The big day is Tuesday 16th April, as I’ll then see WeBuyCars in my brokerage account as a separately listed company.
Importantly, Transaction Capital has also announced that the stake in WeBuyCars after the various capital raising initiatives is 61.44%. They were hoping to raise some more capital from placing shares but I felt that their pricing was unrealistic and the market seemed to take the same view. This ship has sailed now, as the 61.44% holding will be unbundled to Transaction Capital shareholders.
Exciting times ahead to see what happens here. We have a classic case of the market darling (WeBuyCars) and the ugly duckling left behind (Transaction Capital). This is where growth and value investors tend to sort themselves into two orderly queues on either side of the room.
Woolworths is ready for your furry friends (JSE: WHL)
The group is now the proud owner of Absolute Pets
People spend a lot of money on their pets. This we know to be true. Retailers want to tap into this of course, especially where consumers are buying from specialist pet stores rather than the pet food aisle at the local supermarket.
I don’t think it would make much sense for Woolworths to allocate a bigger portion of their already compact Woolworths Food stores to pet food. I think it makes a lot of sense to rather acquire a specialist, which is exactly what they’ve done with the acquisition of 93.45% of Absolute Pets.
In case you’re wondering, the remaining shares are held by management and can be acquired by Woolworths over an agreed period.
The deal was previously announced, so the latest news is that all suspensive conditions have been met (including Competition Tribunal approval) and the deal closed with effect from 1 April 2024.
Organic vegan dog biscuits, anyone?
Little Bites:
Director dealings:
A person associated with the CFO of Primary Health Properties (JSE: PHP) has bought shares worth just under £20k.
If I understand the announcement correctly, then Prosus (JSE: PRX) director Steve Pacak has sold shares worth around €14.5 million – half in his own name and half in a trust.
The MC Mining (JSE: MCZ) – Goldway battle rages on. The board of MC Mining has now responded to Goldway’s Fourth Supplementary Bidder’s Statement. For those who enjoy a robust debate (like I do), it’s quite a thing to have read all these announcements in detail. Goldway’s recent approach was to try and discredit the Independent Expert’s report and MC Mining has obviously hit back sternly against that strategy. There is also much fighting over the status of Vele Aluwani Colliery. The independent board remains steadfast in its view that shareholders should not accept the offer.
Salungano (JSE: SLG) has released an update on the business rescue application for Keaton Mining. The courts were having none of it, dismissing the application. Salungano plans to appeal the judgment. Keaton comprises the operations of Vanggatfontein Colliery (a most unfortunate name) and is unrelated to Salungano’s main revenue generated options at Moabsvelden Colliery.
Lighthouse Properties (JSE: LTE) announced that the acquisition of H2O Centro Comercial in Spain has been completed with an effective date of 3 April 2024.
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African Rainbow Minerals to take a 15% stake in Surge Copper Corp (JSE: ARI)
Surge Copper is listed on the TSX Venture Exchange
From time to time, listed companies invest in other listed companies. This can be for portfolio diversification or more strategic reasons. In this case, African Rainbow Minerals has invested in a 15% stake in Surge Copper Corp, which is listed on a couple of exchanges including the Venture Exchange on the TSX (Toronto).
The subscription price works to an 18% premium to the 20-day VWAP. Before you panic, this isn’t very unusual. To build a 15% stake through on-market buying would inevitably be even more expensive, as the price would run higher in the process.
This looks like an early-stage mining group that owns the Berg Project, which has a Preliminary Economic Assessment showing an IRR of 20% (that’s in Canadian Dollars) based on copper, molybdenum, silver and gold resources. The company also has a 100% interest in the Ootsa Property, an exploration project which has similar resources.
This gives African Rainbow Minerals exposure to low-carbon energy transition metals.
At BHP, Blackwater has been bought by Whitehaven (JSE: BHG)
Clearly, names related to colours are in!
BHP Group and Mitsubishi Development each owned a 50% stake in a joint venture that in turn held the Blackwater and Duania mines. Whitehaven Coal has now paid $2 billion in cash to acquire those mines. There’s a preliminary adjustment of a further $44.1 million to be received from the buyer. A $100 million deposit was already received in October 2023.
On top of this, $1.1 billion is payable by Whitehaven over three years, with a potential further $900 million in a price-linked earnout structure. The earn-out is a maximum of $350 million each year for three years, with a cap of $900 million overall.
The total cash consideration for the deal is thus up to $4.1 billion, plus the completion adjustment amount of an estimated $44.1 million. Half of the net proceeds would be attributable to BHP.
Calgro M3 locks in Bankenveld District City (JSE: CGR)
This is a major boost to the development pipeline
First off: where on earth is Bankenveld District City? I’m hoping this video I found on YouTube is an accurate representation of what they are actually building, but at the very least it gives you an idea:
Calgro M3 is entering into a joint venture with Eris Property Group to acquire a strategic land parcel that will deliver between 20,000 and 30,000 housing units alongside commercial, retail and industrial spaces. That’s a huge opportunity. Calgro M3 and Eris will share the cost of the infrastructure installation (34% of the land), whereafter Calgro M3 will do the residential development and Eris will develop the rest.
Clever, isn’t it?
As at August 2023, the project pipeline at Calgro M3 was 20,239 units. This deal therefore more than doubles the project pipeline, with more than R18 billion in potential revenue. Goodness knows it’s easier said than done to do developments like these, but it’s a very interesting strategic step.
One wonders what the impact will be on capital allocation, as Calgro M3 has been active with share buybacks at a time when the share price has been cheap. It’s still at a modest valuation multiple, but more capital will presumably be applied towards this development now.
The share price closed 3% higher on the day.
Emira sells a Western Cape portfolio to Spear REIT (JSE: EMI | JSE: SEA)
Emira is reducing debt and Spear is growing at pace
The beauty of a market is that there is a buyer and seller for every asset. This means that someone can think of reasons to sell it and someone else can find reasons to buy it. Sometimes, it’s because of different plans with the assets. Other times, it has more to do with the different stages of business and strategic priorities.
In this case, Emira is selling a portfolio of 13 properties in the Western Cape to Spear REIT for R1.146 billion. Spear is focused exclusively on the Western Cape and this is a pretty spectacular way to beef up the portfolio in one big deal. Emira is looking to recycle capital and reduce debt, which makes sense based on what I saw in their results last week.
In a particularly interesting twist, Emira is paying a transaction fee of R22.5 million to Spear that the latter can use at its discretion. Another fun term is that if Emira wants to incur capital expenditure on any of the properties prior to transfer, this can be done with Spear’s consent and with the understanding that Spear will refund Emira up to R15 million for such expenditure.
As you can imagine, there are many other property-specific terms in a deal like this, not all of which are worth highlighting here.
Here’s the portfolio:
The companies have confirmed that these values are in line with the fair market value as determined by the directors.
In the Spear announcement (which is a Category 1 deal announcement), the company notes that the acquisition price is a net operating income yield of 9.46% excluding the transaction fee payable by Emira to Spear. Including this amount would take the net initial yield to 10.1%. Given that’s a once-off amount, I would personally focus on the former number, not least of all because Spear will also incur once-off expenses for the deal.
One of the conditions to the deal is that at least 50% of the purchase price will be funded by mortgage bonds that can be raised over the properties. These approvals have been granted in principle.
If you are a shareholder in Castleview (JSE: CVW) then remember this deal is also relevant to you, as Castleview is the 59.3% shareholder in Emira.
Salares Norte commences production at Gold Fields (JSE: GFI)
This has been a 13-year journey
Gold Fields announced that Salares Norte has commenced production and delivered first gold, in line with the updated project schedule that was shared with the market in December 2023. The payback period is less than three years at current gold prices, which would be a wonderful return on investment if the good times continue.
The journey from discovery through to exploration, development and now commencement of production took a whopping 13 years. Mining isn’t a quick process, although companies obviously choose to delay or accelerate projects based on market conditions and availability of capital.
The all-in cost of gold production is $1,790 to $1,850 for 2024 and expected production volumes are 580koz. This gives it one of the industry’s lower cost profiles. The total capital cost was between $1.18 billion and $1.2 billion.
The rest of the group has a less enjoyable story to tell, with group production for the first quarter of 2024 coming in lower than planned. This was impacted by operational challenges at South Deep (a fatality on 2 January 2024 and many other far less serious issues) as well as severe weather conditions in Australia and Peru.
For now though, the company has left production and cost guidance unchanged for 2024.
Invicta: getting its bearings (JSE: IVT)
Or more bearings, I should say – as this is a familiar product category for the industrials group
Invicta has agreed to acquire 100% of Nationwide Bearing Company (NWB) in Doncaster, South Yorkshire in the United Kingdom. Invicta has tons of experience with bearings in South Africa, so this feels like a good fit.
NWB has been around since 1992 and has its own developed brand as well, with the products developed internally and manufactured by outsourced partners across the world. Invicta believes that it can add value in the supply chain here, using its scale to help source inventory.
The effective date was on 1 April. No, this isn’t a joke, especially not when R293 million is changing hands. There is the potential for the final price to be adjusted based on how the net asset value of NWB changes, to a maximum adjustment of £34,000 (and thus small in the greater scheme of the deal).
The purchase consideration is heavily front-loaded (£9.9 million), with two major deferred payments 6 months and 12 months after completion of the deal. The adjustment amount is payable 55 business days after the completion date.
The total purchase consideration is £12.355 million and the net asset value (NAV) of the entity was £8.7 million as at March 2023. Based on the adjustment for net asset value, it seems the NAV may be up to £10.2 million by completion date. Either way, it’s a premium to NAV. Profit for the year ended March 2023 (which is now a full year out of date) was £1.395 million. It’s a pity that profits for the year ended March 2024 aren’t given in the announcement.
Little Bites:
Director dealings:
The CEO of Trellidor (JSE: TRL) has bought shares worth R137k. With a share price down 42% over the past year, that’s interesting.
Fortress Real Estate (JSE: FFB) announced that the scrip distribution will be at a 5% discount to the 5-day VWAP, which means a shareholder can elect to receive 5.77205 new Fortress B shares for every 100 shares held. The cash dividend is 81.44308 cents.
Lighthouse Properties (JSE: LTE) has announced a scrip distribution reference price that is a 3% discount to the closing spot price on 28 March 2024. Shareholders can either receive a gross cash dividend of 27.69614 ZAR cents per share, or 3.67803 new Lighthouse shares for every 100 Lighthouse shares held.
After a review of Pepkor’s (JSE: PPH) credit rating, Moody’s has left the credit ratings and stable outlook unchanged. This is based on Pepkor’s resilient business model, while recognising the risks of South Africa. I must remind you that a credit assessment is a completely different lens to an equity investment, so see this more as some downside reassurance rather than upside potential.
MultiChoice (JSE: MCG) has agreed with Imtiaz Patel that he will extend his tenure as Chair until the conclusion of the Canal+ transaction, or a sooner date depending on how the deal goes. Elias Masilela will become the Deputy Chair.
Trustco (JSE: TTO) has withdrawn the announcements previously released about the terms of the related party transaction with Next. This is because material terms have changed in subsequent negotiations. The company will release a further announcement when appropriate.
aReit (JSE: APO) has declared a dividend of 33 cents per share for the year ended December 2023. I just can’t help but wonder where the financial results are, as I can’t recall seeing another example of a dividend announcement without the accompanying results.
Oando (JSE: OAO) has been suspended from trading on the JSE based on the inability to meet the extended deadline to publish the 2022 year-end results. The company believes that it is close to completion on these, with the board scheduled to approve before 15 April.
Nico Katzke of Satrix* returns to Ghost Stories to talk about the latest buzzword of the moment: Artificial Intelligence (AI). This topic has been dominating market headlines for a while now and it poses both opportunities and risks.
In this podcast, we discuss:
The way in which some people run towards hype and others run in the opposite direction – talking to the different investor personalities in the market.
Whether the development of cloud computing and SaaS can teach us anything about the risk of being too sceptical about AI.
The energy demands of AI and what this could mean for renewable energy.
What AI technology is and what it is not – and why the term may well be an example of great marketing more than anything else.
Our preferred ways to get exposure to this theme in our portfolios.
There’s so much in here, underpinned by Satrix’s commitment to South African investor education. To find out more about SatrixNOW, visit this link>>>
*Satrix is a division of Sanlam Investment Management
(this article was first published on Satrix’s podcast platform here)
Disclosure
Satrix Investments (Pty) Ltd is an approved FSP in term of the Financial Advisory and Intermediary Services Act (FAIS). The information does not constitute advice as contemplated in FAIS. Use or rely on this information at your own risk. Consult your Financial Adviser before making an investment decision.
While every effort has been made to ensure the reasonableness and accuracy of the information contained in this podcast (“the information”), the FSP’s, its shareholders, subsidiaries, clients, agents, officers and employees do not make any representations or warranties regarding the accuracy or suitability of the information and shall not be held responsible and disclaims all liability for any loss, liability and damage whatsoever suffered as a result of or which may be attributable, directly or indirectly, to any use of or reliance upon the information.
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