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Weekly corporate finance activity by SA exchange-listed companies

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In a successful private placement, Spear REIT has placed a total of 37,553,852 new shares at an issue price of R8.35 per share. The proceeds of the private placement will be utilised to settle certain debt obligations.

Zeder Investments has declared a special cash dividend of 20 cents per ordinary share, payable from income reserves. The company has 1,540,160,354 ordinary shares in issue.

Following the launch of the share buy-back programme announced in October 2023, AB InBev has repurchased a further 829,124 shares at an average price of €57.44 per share for an aggregate €47,62 million. The shares were repurchased over the period 29 January to 2 February 2023.

In terms of its authority to repurchase ordinary shares in the company, Argent Industrial has repurchased 989,360 shares for an aggregate R15,1 million. Argent is entitled to repurchase a further 9,8 million shares representing 17.64% of the ordinary shares in issue as at the date of the authority.

Prosus and Naspers continued with their open-ended share repurchase programmes. During the period 29 January to 2 February 2024, a further 5,769,435 Prosus shares were repurchased for an aggregate €160,87 million and a further 368,725 Naspers shares for a total consideration of R1,17 billion.

Three companies issued profit warnings this week: Italtile, Impala Platinum and Anglo American Platinum.

Two companies issued or withdrew cautionary notices. The companies were: Ayo Technology Solutions and MultiChoice.

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

Mazars announces another year of record revenues as it builds global ambition

Mazars, the international audit, tax and advisory firm, has released its global financial results for 2022/2023. This is the third consecutive year the firm has achieved double-digit growth across all services (both audit and non-audit). Despite ongoing market uncertainty, revenues are up 13% on last year, reaching €2.8 billion in fee income.

  • Third consecutive year of double-digit fee income growth achieved across all service lines.
  • 13.3% year-on-year organic growth, demonstrating the resilience and adaptability Mazars has built through its integrated partnership model operating in over 100 countries and territories.
  • Revenue contributions of 43% audit and 57% non-audit emphasise the balance and strength of the firm’s multidisciplinary strategy to grow with purpose.

“Our growth in the African markets has been driven by our commitment to independence, quality, service delivery, innovation and a focus on key sectors. As a Top 6 firm in Africa we are a credible alternative in a market that is looking for trusted partners that can add value to clients,” says Anoop Ninan, CEO, Mazars in South Africa

The firm’s global results follow the recent news of its plans to create a new top ten global network later this year with US accounting firm FORVIS.

Hervé Hélias, Chairman of the Executive Board at Mazars Group said: “It’s been another successful year with 13% growth demonstrating the strength and relevance of our unique integrated partnership model. The quality of our multidisciplinary offering sets us apart, enabling us to better serve our clients, attract the best talent and serve the public interest”.

“Building resilience has been important off the back of an eventful year and in which organisations continued to be tested. While it’s been a demanding environment, we have invested purposefully to support international growth and I’m pleased that this has remained strong. We understand the challenges our clients face now and looking ahead in the realms of international compliance, financial and non-financial reporting imperatives, and information systems security, and we are set to support businesses to achieve their ambitions.”

Growth across our regions and service lines

Performance across Europe (+15.3%) and North America (+21.4%) continued to be strong, particularly in France, Germany, Ireland, Italy, the Netherlands, Portugal, Spain, Switzerland, the UK and the US. Latin America has shown impressive results this year, as our fastest growing region, with 25.8% growth.

The double-digit growth of the firm’s service lines for the third consecutive year shows a clear focus on its strategy and recognition of the increasing pressures felt by clients worldwide. As a result, sustainability services and our consulting services are the most rapidly growing offerings at 71% and 21.3% respectively.

Hélias comments: “The opportunities we have pursued expand the scale of which we can deliver value for our clients throughout the world, as a trusted partner of their business. There aren’t enough players in the market to support organisations, especially as more obligations are placed upon them. There’s a lack of choice in the market and we’re building an organisation capable of filling that void, helping clients avoid the risk of becoming audit orphans. As auditors and advisors, we are an essential element in the chain of trust in our economies, helping to secure the health of financial markets to the benefit of society.”

With this objective in mind, Mazars continues to expand in new territories with new offices recently announced in Finland, Panama and Togo. In December 2023, the firm also appointed 139 partners from 41 countries, of which 31% are women.

Beyond financials – supporting business with lasting impact

The most recent Mazars C-suite barometer, conducted at the end of 2023, highlighted that technology and sustainability continue to have the biggest impact on businesses. Leaders have been under consistent pressure to digitise their business, evolve their sustainability strategies and invest in talent that will change the way they work.

Helias continued: “We’ve doubled down on our sustainability services to support our clients with their transformation and to provide assurance on non-financial information, which are increasingly expected by stakeholders. This is in line with our purpose to help build the foundations of a fairer, more prosperous world.”

“Overall, our performance and success in the last year would not have been possible without the dedicated involvement of our teams. As we step into a new year, we are excited by the opportunity to advance the scale of our offering through the new pioneering network with FORVIS in June and, more than ever, we are committed to helping our clients confidently build and grow their businesses.”

Ghost Bites (Lesaka Technology | Sappi | Spear REIT | Vodacom)

Get the latest recap of JSE news in the Ghost Wrap podcast, brought to you by Mazars:


Lesaka’s losses have narrowed considerably (JSE: LSK)

This platform still has much scaling to do, though

With a change in leadership underway at Lesaka, outgoing CEO Chris Meyer can point to a group that is now profitable at operating income level. For the quarter ended December 2023, the company grew revenue by 13% in rand and achieved operating profit of R42.5 million, which is much better than an operating loss of R38.4 million a year ago.

Notably, the operating profit includes R17.6 million in non-cash gains, but at least it’s still in the green.

The platform needs to scale further though, as group losses were R50.8 million in this quarter. Again, that’s a lot better than a loss of R116.5 million in the comparable quarter.

Like all great tech businesses, adjusted EBITDA is the metric of choice. The Merchant Division reported adjusted EBITDA of R162.9 million (up 2%) and the Consumer Division reported adjusted EBITDA of R55.2 million (up 445% – or more than five times higher than the comparable quarter). Also like all great tech businesses, the adjustments in adjusted EBITDA should be treated with caution if you’re thinking of investing. Always have a proper look.

The net group to adjusted EBITDA ratio is down to 2.7x vs. 3.6x a year ago.

The company has reaffirmed guidance for FY24 (with the second quarter now behind them) of adjusted EBITDA between R680 million and R740 million. This doesn’t include the acquisition of Touchsides (the tavern-focused business announced this week as an acquisition from Heineken) or any other potential deals.


Sappi swings into a headline loss (JSE: SAP)

If you enjoy a low stress life, this sector isn’t for you

The paper industry is surely one of the most cyclical industries around. As the forces of supply and demand play out, the leading companies in this sector are subject to nauseating swings in profitability.

For example, Sappi swung from HEPS of 34 US cents in the quarter ended December 2022 to a headline loss of 23 US cents for the quarter ended December 2023. The net asset value fell 10% year-on-year, as the balance sheet bore the brunt of EBITDA falling 46% and profit coming in as a negative. Net debt only reduced by 2% over the year.

It’s perhaps worse than you think, as the company has now started including fair value price adjustments on the plantations in South Africa in EBITDA. Although this is in line with peers, it takes EBITDA further away from being a useful cash proxy. It also helped out by $26 million in this period on EBITDA which fell from $290 million to $156 million, so the drop in true operating profit was worse than the high level numbers suggest.

Selling prices for the quarter were stable for most products, so a drop in volumes of 12% couldn’t be recovered, despite improvements made to operating costs to try mitigate the impact.

If you’ve been following the news around Sappi, you’ll know that the company has been decreasing exposure to declining graphic paper markets. This has played out in the closure of European capacity, which means the continuing operations in Europe will be kept busier than before.

Net debt might be down year-on-year, but it’s higher quarter-on-quarter as this was a quarter of net cash outflow rather than inflow. In a period of higher capital expenditure, the last thing Sappi needed was poor profitability.

The outlook also isn’t great, with Sappi anticipating ongoing weak demand for products. There are some areas that are more positive, but the overall picture isn’t ideal. Cost inflation is also a risk.

The guidance at this stage is for EBITDA for the second quarter of the year to be similar to this quarter. Although there’s still plenty of debt going around, it looks as though Sappi will continue paying dividends.


Spear raises R313.5 million in new equity (JSE: SEA)

The company is taking advantage of recent share price strength

Spear REIT has undertaken a private placement that will inject R313.5 million in new equity into the group. The issue price is R8.35 per share, which is a premium of 0.36% to the 30-day volume weighted average price of the shares. It’s rare to see a fund achieve a placement of shares at a premium rather than a discount, so this talks to the quality of the Spear portfolio.

The proceeds will be used to reduce debt, creating headroom to look for acquisitions of ideally industrial and retail assets in the Cape Town Metropolitan area. The company looks for national tenants and returns that are above Spear’s weighted average cost of capital.

Following the private placement, the group loan-to-value ratio will be 33% to 34%. This excludes the pending transfer of the Liberty Life building, which will further reduce this ratio.


Vodacom back to the drawing board on Please Call Me (JSE: VOD)

The market doesn’t seem to be too worried though as the share price has hardly moved

Social media has been ablaze with the news of the Supreme Court of Appeal judgment in the Please Call Me matter. The offer by Vodacom to Kenneth Nkosana Makate of R47 million as reasonable compensation for the idea was rejected by Makate and an application was made to the High Court to have that offer set aside. This has been going on for years now, with the original Constitutional Court order having been made in 2016!

The High Court ruled in favour of Makate and the Supreme Court of Appeal has dismissed Vodacom’s appeal in this matter. Naturally, Vodacom will now go to the Constitutional Court to try and have the decisions overturned.

To show you just how long these things take, Vodacom’s application for leave to appeal was made in February 2022. It has taken two years for a decision at the Supreme Court of Appeal.

How long will it still take before the matter is settled?


Little Bites:

  • Anglo American (JSE: AGL) announced that its Minas-Rio iron ore and Barro Alto nickel mines in Brazil have achieved the IRMA 75 level of performance, which is an important accreditation in responsible mining. These are the first iron ore and nickel mines in the world to complete an IRMA audit.
  • Argent Industrial (JSE: ART) has thus far repurchased 1.77% of shares outstanding since the general authority given by shareholders at the AGM in August 2023. R15.06 million has been invested in this regard at an average price of R15.22 per share. The current share price is just under R17.
  • Buka Investments (JSE: BKI) has appointed Pumla Tladi as Chairperson of the Board. She is currently a member of the board. The company also announced that the acquisition of Socrati Footwear is still making progress and shareholders will be kept informed on further developments. The company is also identifying another opportunity in the retail industry, with no further details given.
  • Labat Africa (JSE: LAB) is still in the process of appointing new auditors, having terminated the services of the previous auditors in January. The shares are currently suspended from trading.

The Bumble story: if you need it, build it

They say hell hath no fury like a woman scorned – especially when that woman goes off to build a business that becomes your direct competitor.

In one of the most memorable scenes from Quentin Tarantino’s seminal revenge epic, Kill Bill, we witness the yellow-jumpsuit-wearing, katana-wielding heroine (a wronged woman mysteriously referred to only as “The Bride”) slice through scores of henchmen on her quest to, well, kill Bill. It was hard not to envision this scene when I first saw the footage of Whitney Wolfe Herd, clad in yellow from head to designer heels, ringing the bell at the launch of the Bumble IPO in 2021.

The similarity goes beyond the blonde hair and the yellow outfit. Like The Bride, the Bumble founder and CEO was a woman scorned. And just like The Bride, she didn’t just roll with the punches – she chose to dish out a few of her own.

Love’s keen sting

In April 2014, Whitney Wolfe Herd was in a bad place. Her tumultuous relationship with one of her Tinder co-founders had soured to the point where her workplace had become too toxic to endure. Unable to see a way out, she resigned from the app that she had helped to put on the map. By 2015, credit for her contributions to Tinder – which included coming up with the name of the app and marketing it extensively on college campuses – was practically erased.

Things had started off well enough: the Tinder dream team, composed of Wolfe Herd, Sean Rad, Chris Gulzcynski and Justin Mateen, first met in 2012 while working together on the startup Cardify, a project led by Rad through Hatch Labs IAC incubator. While Cardify was eventually abandoned, it provided the springboard for the development of Tinder.

Wolfe Herd became vice president of marketing for Tinder, reporting directly to Mateen. She and Mateen dated on and off throughout 2013 until, according to her statements, he became “verbally controlling and abusive”. When the relationship finally ended, Mateen turned the remaining founders against Wolfe Herd. Wolfe Herd approached her co-founder Sean Rad for help, sharing screenshots of harassing messages that Mateen had sent her during work hours. In response, she was told that the continuation of her employment was “unlikely at that point”.

Unsatisfied with this outcome, Wolfe Herd chose to resign. Three months later, she filed a lawsuit against Tinder for sexual harassment, referencing Mateen’s messages, as well as incidents where she was called a slut and a liar. By the end of the same year, she reportedly received more than $1 million as well as stock as part of a settlement.

Out of the ashes

Unfortunately, this was not the end of the abuse, which flooded into Wolfe Herd’s DMs from every corner of the internet as news of the lawsuit and settlement went public. Strangers called her a gold digger and a dumb blonde, an opportunist who rode the coattails of her male co-founders and then “Me Too”-ed them to get the big payout. Fed up with the unsolicited negative messages that she kept receiving, she conceptualised an app where women could compliment each other. But before she could build it, she was approached by Badoo founder Andrey Andreev with a different suggestion: to build another dating app.

At first, Wolfe Herd baulked at this idea – but the more she thought about it, the more it made sense to her. Harassment from an abusive ex is what had derailed her career in the first place. And now these negative comments in her inbox were making her doubt herself. What if there was a way to create a dating app that could protect women from these things, the way that she would have wanted to be protected when she needed it?

And so, the characteristic that distinguished Bumble from its peers was born. Wolfe Herd agreed to come on board, but only on the condition that she could build a feminist dating app, where heterosexual matches required the woman to make the first move before anything progressed. Wolfe Herd recruited two fellow Tinder departees to help design the interface, and in December 2014, Bumble was launched.

Conviction fosters change

From the start, one of the driving forces behind Bumble’s success and growth has been its founder’s dedication to creating a safer dating app for women. Guided by her personal experience and her vision of what online interactions could look like, Wolfe Herd has introduced groundbreaking ideas, both online and in the real world.

Unlike her counterparts in the tech space, who often resort to making excuses when confronted by the actions of users on their platforms, she embraces a proactive approach, recognising her company not just as a digital entity but as a powerful instrument capable of influencing and moulding human behaviour. It is the first major social platform to embrace behavioural guardrails and content moderation, not as an extra or a fix, but as part of its business model. And it’s not just talk either.

In 2019, Wolfe Herd testified before the Texas House Criminal Jurisprudence committee about the prevalence of unsolicited nudes being sent to women on dating apps, in an effort to get the practice outlawed. “If indecent exposure is a crime on the streets, then why is it not on your phone or computer?” she asked lawmakers.

In 2020, Bumble encountered 880,000 instances that ran afoul of their user guidelines, as disclosed by a representative from the company. In response, the platform took a range of measures, from issuing written warnings to imposing temporary suspensions, and in severe cases, permanently blocking users. Notably, Bumble employs cutting-edge artificial intelligence to proactively identify and tackle violations, such as hate speech, without solely relying on user reports. In other words: Bumble doesn’t need a victim to report a transgression – their AI is capable of registering a transgression without being flagged by a user.

The primary objective behind leveraging AI is to cleanse the platform proactively and preemptively identify individuals prone to disruptive behaviour before they exhibit it. A notable facet of this AI system is its ability to scan profiles for potentially harmful content, such as images depicting guns and swastikas. Furthermore, the AI is trained to recognize over 700 “stop words,” encompassing terms associated with suicide and a multitude of racial slurs, within chat interactions.

When the AI detects a violation, it doesn’t operate in isolation; instead, it triggers a referral process to a dedicated team of 2000 human moderators. These moderators are tasked with evaluating the reported behaviour and determining the appropriateness of imposing measures like account blocking.

Beyond racial slurs and sexual harassment, Bumble has embarked on a progressive initiative to combat body shaming on its platform, unveiling a ban on “unsolicited and derogatory comments made about someone’s appearance, body shape, size, or health.” This marks a significant step towards fostering a more positive and respectful online environment.

For women seeking love online, Bumble’s offering seems like an oasis; a welcome reprieve from unwanted advances and uninvited nudes. For men who are keen to prove that their intentions are pure, it is an equally attractive alternative to the Wild-West-like landscape of other dating apps.

So, that means the money is rolling in, right? Not necessarily.

But morals don’t always lead to money

In September 2019, Tinder and Bumble were the first and second most popular dating apps in the US, with monthly user bases of 7.9 million and 5 million, respectively. Despite everything that Bumble was doing to differentiate itself from its peers, the company was still lagging behind by the time it went public in 2021.

A month after the IPO, Bumble was valued at more than $14 billion. As founder and CEO, Whitney Wolfe Herd became the youngest woman ever to take a company public, at the age of 31. For feminists everywhere she cut the picture of success: a beautiful, strong young woman, ringing the Nasdaq bell with her 18 month old son perched on her hip.

But it seems like the market was less enamoured with this image. After a $75 peak just after listing, the share price zigzagged around the mid-fifties and high forties before dipping all the way down to $18 a year later. While market performance alone isn’t enough to give us the full picture of what’s going on inside a business, what’s more telling is probably the fact that Bumble has sought to turn the quintessential “Tinder experience” on its head, but has not yet managed to overtake Tinder in the ranks of most-used dating app.

In fairness to Bumble, Match Group (the owner of Tinder) is down 77% over the same period in which Bumble has lost 82% of its value, so there’s a broader problem here.

In November 2023, Wolfe Herd announced that she would hand over the CEO reins to Lidiane Jones. The market showed no big reaction to this news, and the share price continued to trade steadily sideways as it had been for most of the year before.

What’s the lesson to take from this story? Perhaps a reminder that you can build a business that really means something to people if you are smart enough to fix a problem that you yourself have encountered. Build the business that you needed, as it were. But – and this is a big but – don’t expect the strength of your convictions to guarantee success. Good nature and good ideas will take you far, but at the end of the day, businesses still need to be run like businesses.

And when the market is expecting profits, you need to deliver them.

About the author:

Dominique Olivier is a fine arts graduate who recently learnt what HEPS means. Although she’s really enjoying learning about the markets, she still doesn’t regret studying art instead.

She brings her love of storytelling and trivia to Ghost Mail, with The Finance Ghost adding a sprinkling of investment knowledge to her work.

Dominique is a freelance writer at Wordy Girl Writes and can be reached on LinkedIn here.

Ghost Bites (Bowler Metcalf | DRDGOLD | Lesaka | MTN | MultiChoice)

Get the latest recap of JSE news in the Ghost Wrap podcast, brought to you by Mazars:


Bowler Metcalf with an operating leverage masterclass (JSE: BCF)

Investors love seeing this shape on the income statement

When you invest in a manufacturing business, the hope is that price and volume increases in the products will drive much better manufacturing margins thanks to the large fixed component of the cost base. In practice, this means that earnings growth should be higher than revenue growth, a concept known as operating leverage – the revenue growth is leveraged up into higher earnings growth.

When revenue drops, that works against you by the way. This is why industrials groups tend to struggle in difficult times or periods of low pricing power.

For the six months to December 2023, there are no such problems at Bowler Metcalf. In fact, the business did exactly what investors want to see. Revenue increased by 21% and profit from operations was up 47%, thanks to an increase of just 9% in the staffing cost.

A decrease in load shedding helped this result, along with the various contingency plans that the company had put in place. This is a classic South African story of resilience.


DRDGOLD only gets the tail end of a better gold price (JSE: DRD)

Literally!

DRDGOLD is a tailings business, which means it processes mining dumps and gets the last bit of gold out. This means the margins are far lower than for gold miners that get the stuff out the ground the first time. This makes DRDGOLD very sensitive to a change in the gold price (lower margin businesses are impacted more by price changes than high businesses), but also to the impact of inflation and what this does to operating costs.

For the six months ended December 2023, HEPS will only be 5% to 15% higher. This is despite a 12% increase in revenue, driven by a 22% increase in the rand gold price received. Gold sold decreased by 8% due to various issues ranging from lower yields through to community interference. This is a tough, tough business.

Cash operating costs were up 14%, with various inflationary pressures around energy and machinery costs. This is why the revenue increase hasn’t translated into a terribly exciting HEPS increase.

Capital expenditure skyrocketed by 177% but there’s a good reason at least, with a solar power plant scheduled for completion at one of the facilities this year.

DRDGOLD has no bank debt but has experienced a significant free cash outflow in this period. It was R1.5 billion in the bank.

Production guidance for the year ended June 2024 has been maintained, with the company warning investors that it is likely to only come in at the lower end of an admittedly tight range (165,000 to 175,000 ounces). Cash operating cost guidance has unfortunately been increased from R770,000/kg to R800,000/kg.

There was a time when I held DRDGOLD because I hoped to capture a really sensitive move to the gold price. This was a couple of years ago. I learnt two hard lessons from it. The first is that the gold price doesn’t behave in a predictable way, at all. The second is that mining houses aren’t great inflation hedges and tailings businesses are even worse.


Lesaka takes a step into the tavern industry (JSE: LSK)

This feels like a smart, complementary play

Lesaka Technologies is all about taking payments solutions to merchants in lower income areas, often serviced by more informal traders. Taverns are a feature of that landscape, serving as critically important outlets for fast-moving consumer goods companies.

Leska is acquiring 100% of a business called Touchsides from Heineken International. This is complementary with Kazang, bringing another 10,000 active POS terminals into the ecosystem. Tavern owners benefit from analytics like real-time sales activity, stock management levels and pricing. There are 45,000 licensed taverns in South Africa, so the growth opportunity is substantial.

Naturally, part of the business model here is to monetise the data with tavern suppliers, with Heineken having agreed to a long-term renewable contract with Touchsides as part of the deal. There are many opportunities here.

The deal value hasn’t been disclosed and the acquisition will be funded by internal cash generation of the group.


MTN and Mastercard finalise a Fintech deal (JSE: MTN)

The market was perhaps expecting something more impressive

The good news is that MTN has put together a deal with Mastercard that will see the payments giant take a minority stake in MTN Group Fintech, with obvious synergies around the commercial relationship and potential use of technology and infrastructure.

The less exciting news is that this is a relatively modest investment for Mastercard of just $200 million, based on a valuation of MTN Group Fintech of $5.2 billion on a cash and debt-free basis. Although this helps the market put a value on MTN Group Fintech and it suggests some alignment between the parties going forward, the reality is that this is a rounding error for Mastercard.


The TRP fires a warning shot at MultiChoice (JSE: MCG)

The regulator is bringing things back in line here

The Takeover Regulation Panel (TRP) is not to be messed around with. Takeover regulators are powerful thanks to the Companies Act, playing a very important role in the market to protect minority shareholders who can quite easily be steamrolled in the absence of regulation.

When announcements are made regarding takeovers, the TRP is generally involved. In an announcement released on Tuesday morning, the TRP confirmed that it had neither sanctioned or approved the announcements made by MultiChoice regarding the initial non-binding offer and the subsequent withdrawal of a cautionary announcement.

I did wonder about the aggressiveness of withdrawing the cautionary and it seems that the TRP didn’t love it either, advising the public to exercise caution regarding these announcements and shares in MultiChoice. The TRP is investing this matter on an urgent basis, with the focus surely being on whether Canal+ needs to make a mandatory offer to shareholders of MultiChoice.


Little Bites:

  • Director dealings:
    • The company secretary of Datatec (JSE: DTC) has sold shares worth R1.1 million.
    • Sean Riskowitz (acting through Protea Asset Management) has bought yet more shares in Finbond (JSE: FGL), this time worth R319k.
  • Fresh off the news of the Capespan disposal closing, Zeder (JSE: ZED) has announced a special dividend of 20 cents per share. For reference, the current share price is R1.78.
  • There’s a most unusual SENS from Argent Industrial (JSE: ART) that discloses a 5.09% stake held by an investor named Jason Holzer. We have no other confirmed details about him and a Google search is inconclusive. With a market cap of R907 million, this is a stake of less than R50 million. It’s easy for a high net worth individual to hold a stake this size with no intentions of any corporate activity around it.
  • Sable Exploration and Mining Limited (JSE: SXM) has agreed to put an additional R1 million worth of funding into the Dens Medium Separation beneficiation plant, structured as a joint venture with IPace. This gives Sable an additional 2.5% stake in the joint venture. IPace has the option to buy back that stake for R1.3 million before 31 October 2024. IPace has committed to fund the rest of its obligation to complete the plant and commence production on 15 March 2024.
  • Novus (JSE: NVS) has received exchange control approval for its special dividend. The payment date is 19 February.
  • At Tongaat Hulett (JSE: TON), the application launched by Powertrans (and subsequently joined by RGS Group Holdings) to interdict the business rescue practitioners from implementing the approved plan was struck off the roll for lack of urgency. Powertrans also has to pay the costs of the application, including the costs of the respondents. That’s an expensive and unsuccessful day in court.
  • Ellies (JSE: ELI) has appointed a business rescue practitioner and a notice of commencement of proceedings has been filed.

Turn Your Tax into Solar Power

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Please note that this article has been paid for by Futureneers. The Finance Ghost does not have any involvement in this business. As with every investment opportunity in the market, you must always do your own research fully and you must refer to the Futureneers website for all details.

Seizing the Section 12BA Opportunity

In the world of investing, it’s not just about where you put your money, but how you leverage every opportunity. There’s a saying that’s been making the rounds on Twitter/X: “Regular people invest their own money. The wealthy invest via their own balance sheet.” As we cruise through February, this rings especially true for South African taxpayers facing their 2024 tax liabilities.

Welcome to the World of Section 12BA

Here’s a thought: What if your tax liability isn’t just a drain on your personal balance sheet but a gateway to profitable investment? Enter Section 12BA, a golden opportunity for South African taxpayers to turn their tax payments into gains by investing in solar energy.

Once-in-a-Lifetime Opportunity – Don’t Miss Out

This isn’t just another investment scheme. For the tax years 2024 and 2025 only, SARS is rolling out the red carpet for those who invest in solar energy. It’s a response to our nagging load shedding woes and a chance for you to get in on the ground floor of something big while doing your bit for the country.

South Africa is a “tax haven” if you invest in solar for the next two years.

So, How Does This Solar Dance Work?

Let’s break it down:

  • Your Move: Put R1,000,000 into our solar fund, we add a R520,000 loan to the mix, and we’re talking about a R1.52 million investment in solar assets.
  • The Tax Tango: With Section 12BA, that R1.52 million gets you a tax deduction of 125% – that’s R1.9 million off your taxable income. It could be a saving (provisional tax), or, it could be a refund (PAYE) of up to R855,000.
  • Minimizing Risk: This move smartly offsets most of your initial investment, leaving just R145,000 of your (after-tax) money really on the line.
  • Profit Time: We project generating R4,100,000 million from the solar assets by selling electricity (after all operating expenses and fees). After repaying loans and interest, the net cash distribution to you, will be around R3,000,000 over the duration of this investment, on which you will pay R1,600,000 in income tax on your profits. This leaves you with R1,400,000 in cash, and a tax saving of R855,000 with a total return of R2,225,000.

Tick Tock, The Clock’s Running

Just a heads up, though – to get this show on the road for the 2024 tax year, your solar assets need to be live and generating kilowatts by 29 February 2024. No pressure, right?

Why Futureneers Stands Out

Unlike other funds that raise capital first and rush to deploy it, Futureneers took a different approach. We developed the solar assets first, ensuring absolute certainty of their operational status by February, and now we’re raising our last batch of capital. Because of this deadline, and the operational assets in our portfolio, we work on a first come first serve basis. So, you can’t wait until the last week in February to make your investment (we only have R18 million left until the fund is fully allocated).

The Million-”Randela” Question

So, here’s what it boils down to: Would you rather just pay your taxes, throwing good money into the Government pot, or would you prefer to invest that money in private sector solar assets, earn some solid returns, and help SA get a grip on the energy crisis?

Visit the Futureneers website to get a personalised overview for a Section 12BA tax structured investment and reserve one of the limited tax deduction spots before 19 February 2024.

*Please note that all calculations and figures are based on a 45% tax rate.

Ghost Stories Ep28: The 2024 kick-off (with Duma Mxenge of Satrix)

Welcome to 2024!

An investing strategy can only be successful if there is money available to invest. In the first part of this podcast, The Finance Ghost and Duma Mxenge discussed concepts like:

  • The value of planning ahead and how this can save money (e.g. when booking holidays – especially to cheaper jurisdictions than South Africa!)
  • The usefulness of sitting with a financial advisor earlier in the year.
  • Dangers of living bonus-to-bonus each year.
  • The reality of middle-class inflation in South Africa and effective double tax.

After initially bouncing around these ideas, the conversation turned to financial concepts including:

  • Different financial needs at different stages of your life – with Duma giving a clear and succinct explanation that we can all relate to, followed up by a discussion on the need to achieve balance in life.
  • The importance of stress-testing interest rates when deciding to take on debt.
  • The financial and practical considerations of renting vs. buying a home.
  • Of critical importance: financial discipline doesn’t mean not having nice things!
  • Why “tax free savings account” is a misleading name and some of the strategies that can be used with these investing accounts.
  • Offshore vs. local strategies and what we can learn from 2023, along with various nuances like the true impact of a strong vs. weak dollar on global tech stocks.
  • The bad habit of South Africans wanting to send money offshore when the rand is at its weakest.

The podcast ended off with a discussion on the ETFs that should exist – with The Finance Ghost beating the drum once more for the JSE to have a proper retailers index!

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>>>

Listen to the show 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.

Ghost Bites (Italtile | Mondi | MultiChoice | RCL Foods | Sun International | Vukile)

Get the latest recap of JSE news in the Ghost Wrap podcast, brought to you by Mazars:


Italtile can’t catch a break (JSE: ITE)

No signs of improvement in this sector yet

The building materials industry has been having a torrid time in this higher interest rate environment. Probably the only house improvements that I’ve seen anyone do for the past two years have been related to solar installations. After investing in homes during the pandemic, even well-off consumers have prioritised spending on travel and experiences after the world went back to normal.

None of this is good news for Italtile, which has seen HEPS for the six months to December 2023 fall by between 13.1% and 17.0%. This puts it on 65.8 to 68.8 cents.

The share price has lost over a third of its value in the past three years.


Mondi buys a small mill in Canada (JSE: MNP)

The deal is worth just $5 million, so it only gets a passing mention by the company

With a market cap of R143.5 billion, a transaction worth under R100 million really isn’t going to move the dial at Mondi. This is why the acquisition of the Hinton Pulp Mill in Canada only gets a voluntary announcement. Kudos to Mondi for even giving this level of disclosure.

The mill has the capacity to produce around 250,000 tonnes of pulp per annum. The seller is West Fraser Timber Co. and there’s a long-term partnership in place with the company. Mondi intends to invest in the mill, including for the expansion of the facility with a new kraft paper machine.


Will MultiChoice shareholders have multiple choices? (JSE: MCG)

The board is playing hard-to-get with Canal+

After the market celebrated the news of a non-binding offer from Canal+ for MultiChoice at R105 per share, the company stunned everyone with an announcement that the board feels that this offer underprices the company. This is perhaps a good time to point out that MultiChoice last traded above this level in May 2023, with a 52-week low of R62.31 and a 52-week high of R155.20. The volatility has been exceptional.

MultiChoice claims to have recently gone through a valuation exercise that puts the value “significantly above R105 a share” – but they don’t say by how much, nor do they give details of why. The company also points to public comments by Canal+ that there are many synergies in the deal, which MultiChoice believes need to be factored into a fair offer by Canal+.

The synergies point is highly debatable. There is zero obligation whatsoever for Canal+ to pay a cent towards synergies that it will bring to the table. It is an established principle in dealmaking that you don’t pay for the value that you are bringing. If they really want the deal, then they might share some of the synergies.

When you’re buying a broken car and you have the skill to fix it, do you make an offer based on what the fixed car is worth, or what it is currently worth? Exactly.

MultiChoice is so bold in its approach that they have lifted the cautionary announcement and said that they won’t even engage further with Canal+. This throws the door wide open to any other potential bidders, which is either the masterstroke of the year or a very silly move. If it works, perhaps shareholders will get a better outcome than R105 a share. If it fails, I suspect that the share price will move sharply lower (after the mandatory offer period below) and Canal+ will just keep building the stake by picking up shares at a cheaper price.

Another interesting twist to this tale is that Canal+ has breached the 35% ownership threshold in MultiChoice, which means that it may need to make a mandatory offer to shareholders based on the price recently paid for shares in the market. The TRP needs to rule on whether there should be an offer. Initially I couldn’t see a reason for there not to be, but then I remembered that this rule might be interpreted based on voting rights rather than economic interest. Due to the restriction on foreign voting rights in a local broadcaster, they may not be deemed to have breached the mandatory offer threshold!

There are many potential outcomes here, ranging from a hostile bid made directly to shareholders or another bidder emerging with a better price, right through to the whole deal falling over and MultiChoice directors being left with some egg on their faces.

Corporate M&A is many things, but it isn’t boring!


A brighter rainbow at RCL Foods (JSE: RCL)

Improved conditions in poultry have led to better earnings

Although RCL Foods has put in a substantial effort to diversify operations and be more than just a chicken business, the numbers at Rainbow still make a sizable difference. For the six months to December 2023, HEPS will be at least 30% higher than the comparable period, with the improvement attributed to Rainbow and the sugar business unit.

Despite having to deal with Avian Influenza in this period, Rainbow achieved better numbers as the turnaround plan was executed. In the sugar business, higher market prices helped them out.

In Groceries and Baking, performance was in line with the comparative period as volumes struggled.


Sun International releases the Peermont circular (JSE: SUI)

There are 11 properties in Peermont, with Emperors Palace as the clear flagship

For a transaction of this size, the release of the circular is a major milestone. In all its 158-page glory, you can see how corporate finance really works in practice.

The jewel in the Peermont crown is Emperors Palace, which has achieved an average EBITDA margin of around 40% in the past few years (excluding 2020). Sun International notes that this is in line with its largest casino operations, which shows that Emperors will slot right in beautifully.

There are 10 other properties in Peermont:

Peermont generated consolidated historical EBITDA of R1.056 billion in FY22 and R1.165 billion in FY23. The purchase price is based on an enterprise value of R7.3 billion. Based on the last twelve months to December 2023, this is EV/EBITDA multiple of 5.76x. That just shows you how ridiculously overvalued some assets are in South Africa, as you can pick up this group of casino assets on what feels to me like a rather modest EBITDA multiple.

The risk is on the balance sheet, with Sun International taking on R4.0 billion worth of debt in Peermont and borrowing the purchase price as well, so group debt will balloon from R5.9 billion to R13.2 billion. Sun International will pay reduce the dividend payout ratio to 50% for as long as the net debt to EBITDA ratio is above 2x and will pay 75% when it is below 2x.

So, it’s a risky gamble with strong potential upside. What else would you expect from a gaming group?

And in case you need a reminder of why people work extremely hard to break into the M&A advisory industry and then still put in incredibly long hours once they are in, here are the fees:


A bullish update from Vukile Property Fund (JSE: VKE)

The full-year performance should be ahead of even the upgraded guidance

The year ending March 2024 is proving to be a goodie for Vukile. This retail-focused REIT has unique exposure of 40% South Africa, 60% Spain. Total assets in the portfolio are worth R40 billion.

In South Africa, key metrics for November and December were positive and in line with expectations. Festive trading was particularly strong, with trading density up 7.6% in December. Township centres led the way with 13.2% growth, while rural centres grew 7.2% and urban centres only managed 4.5%. If we combine both November and December, we see township centres up 9.7%, rural up 3.3% and urban properties only 1.3% higher.

Fast foods were only up 5.4% in December, which is a modest performance that we’ve seen in other property updates as well. We know from the apparel retailer updates that clothing did well over this period, echoed by Vukile’s update that shows women’s wear sales up 14.5% in December and men’s wear up 8.1%. Notably, grocery sales were only up by 2.4% in December.

Moving on to Spain, Castellana (the name of the overall portfolio) achieved record footfall for the 12 months to December 2023, up 6.4%. Sales numbers grew 7.9% despite 2022 being a strong base. Unlike in South Africa, Black Friday was a relative winner with sales growth of 7.0% in November and 6.1% in December.

At category level, the winner in Spain was media and technology (up 19.5%), with health and beauty (14.2%) and food and beverage (12.3%) also putting in solid growth numbers. The leisure category finally moved ahead of 2019 levels, marking a full recovery from the pandemic (without adjusting for inflation, at least).

With nine months of the year now behind them, Vukile gave the happy news that full-year performance should be ahead of even the upgraded guidance for FFO per share (and cash measure) and dividend per share. It’s been an excellent year for the company.


Little Bites:

  • Director dealings:
    • The managing director of the Feed division at Astral Foods (JSE: ARL) has sold shares worth R1.2 million.
    • A non-executive director of KAL Group (JSE: KAL) has bought shares in the company worth R224k.
  • Renergen (JSE: REN) announced that the investment by Mahlako Gas Energy for a 5.5% stake directly in Tetra4 (the Virginia Gas Project) has met all conditions precedent. The R550 million should now flow. The market is waiting for helium to flow as well, so hopefully that isn’t too far away.
  • Zeder (JSE: ZED) announced that the disposal of Capespan Group (excluding the pome fruit primary production operations and the Novo fruit packhouse) to Agrarius has been completed. Zeder has received R511.39 million from the disposal. Agrarius is a JSE-listed special purpose investment vehicle that is Shariah compliant and focsed on the agriculture sector value chain. It operates a R10 billion Shariah-compliant sustainability-focused asset-backed note program and raised this funding through the Sukuk issuances.

Satrix launches Satrix JSE Global Equity ETF

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This gives investors exposure to SA companies with offshore listings.

Satrix, South Africa’s leading provider of index-tracking products, will list a new exchange traded fund (ETF) during the first quarter of 2024, upon approval from the JSE. The Satrix JSE Global Equity ETF (STXJGE) will give investors an equity building block that upweights local companies that have their primary listings offshore. It will track the FTSE/JSE Global Investor Index.

Kingsley Williams, Chief Investment Officer at Satrix*, says “This new fund represents a shift in investment strategy, catering to the market’s evolving needs. It will provide an alternative option for investors who want to diversify their local equity portfolios and incorporate higher exposure towards rand hedge stocks, particularly in light of the upcoming harmonisation of the FTSE/JSE benchmark indices (ALSI and SWIX) in March 2024.

He said over the past few years local equity indices using the All Share Index (ALSI) construction methodology have significantly reduced exposure to inward-listed global companies such as BHP Group (BHG), Compagnie Financiere Richemont (CFR), Glencore (GLN), Prosus (PRX), and Anheuser-Busch InBev (ANH), due to a combination of corporate actions, restructuring and index rules resulting in substantially reduced floats.

“This has exposed these equity indices more to local macroeconomic idiosyncrasies (often referred to as SA Inc. factors), which clients may wish to diversify away from within their local equity exposure.”

“Investors can blend the Satrix JSE Global Equity ETF with existing ETFs to gain increased exposure to dual-listed companies on the JSE, as historically offered by the ALSI indices.”

Rand Hedge and Offshore Revenue Exposure
“The new ETF has a significantly higher rand hedge profile than other broad local equity market indices, providing a potential cushion should the local currency weaken. It also offers a diversified source of revenue from its constituents, with higher earnings emanating from offshore markets across a variety of sectors. That makes it ideal for investors with a longer-term investment horizon who can withstand equity-like volatility,” adds Williams.

Blending Local Equity Exposure With Global Investment Appeal
Satrix says the Satrix JSE Global Equity ETF tracks the recently launched FTSE/JSE Global Investor Index, focusing on the 50 largest companies listed on the JSE. This approach diverges from broad local equity benchmark indices by using global free-float metrics for weight determination. Local equity benchmark indices typically reduce the weight of dual-listed companies, by only considering the proportion of shares held locally.

Key Features of this ETF include:

  • Diverse portfolio: Targets the 50 largest JSE-listed companies.
  • Global free-float weighting: Uses global free-float metrics, offering higher exposure to dual-listed companies.
  • Quarterly rebalancing: Ensures the ETF stays current with market changes.
  • Competitive TER: An attractive Total Expense Ratio (TER) of 0.15% makes it an affordable option for a diverse range of investors.
  • Easy access: The ETF will be available for trading on the JSE, making it accessible for a variety of investment applications.

Visit www.satrix.co.za for more information on the Satrix JSE Global Equity ETF.

*Satrix is a division of Sanlam Investment Management.

Ghost Bites (British American Tobacco | MC Mining | Pan African Resources | Sanlam | Vodacom)

Get the latest recap of JSE news in the Ghost Wrap podcast, brought to you by Mazars:


British American Tobacco settles with Philip Morris (JSE: BTI)

No money is changing hands under this agreement

British American Tobacco and Philip Morris have been battling it out over intellectual property disputes relating to the cigarette alternative products. These are key growth areas for the businesses – and the source of halfway decent ESG ratings.

The companies have now agreed to a settlement that puts literally everything to bed, including future claims against current products. Each party is allowed to innovate and introduce new product interations.

The amount changing hands? Zero. Nada. Niks. The fight was so damaging for both sides that there is no clear winner here.

In the official announcement relating to the settlement, British American Tobacco reminded the market that Vuse and glo are each £1 billion brands. There’s a valuable pie to fight over here, especially as these products become more profitable in years to come (provided all goes to plan). The parties have clearly decided to just move on now and focus on their respective businesses.


MC Mining has received the bidder’s statement (JSE: MCZ)

The recommendation at this stage is still to take no action

MC Mining has been waiting for the consortium of joint bidders (including Senosi Group and Dendocept – with all parties holding a combined 64.3% of shares in issue) to lodge a bidder’s statement in line with Australian takeover laws.

This has finally happened, so the independent board must now move ahead and consider the terms of the statement. The next step is that the board responds with a target statement that will include an independent expert report and the independent board’s recommendation regarding the bid.

Until then, shareholders have been told to take no action in relation to the bid.

The price is A$0.16 per share, which works out to around R1.97 at current exchange rates. The share price closed 20% higher at R1.80.


A shiny jump in earnings at Pan African Resources (JSE: PAN)

HEPS has jumped sharply – and that’s in US dollars

Pan African Resources has been on the receiving end of a gold price that increased 13.7% in dollars in the six months to December 2023 vs. the comparable period. Volumes of gold sold increased by 8.9%. Even before you take advantage of the weak rand, this combination is going to tell a good story for US dollar results.

Indeed, HEPS will increase for the period by between 41% and 51% in US dollars – the company’s reporting currency. The average exchange rate was 7.8% weaker for the period, so rand results would’ve been even better.

This is why the share price is up around 24% in the past 12 months.


A busy day of M&A news for Sanlam (JSE: SLM)

Assupol is the big news, with a deal in Morocco as well

I’ll start with the most important news, which is that Sanlam (acting through Sanlam Life) is making an offer for Assupol. If you go back to April 2023, two major shareholders of Assupol (Budvest with 46.11% and the International Finance Corporation with 19.36%) noted an intention to commence a sale process. Sanlam is now providing that exit and wants the rest of the company as well, hence this is being structured as a scheme of arrangement (a desire to get a 100% stake) with a standby offer as well.

This is an unusual structure, as it means that Sanlam is happy to get a piece of the pie at this price even if it can’t get the whole thing. For the standby offer to become applicable though, holders of at least 65% of shares in issue would need to accept it. At the moment, irrevocable undertakings are in place for holders of 69.81% of the shares, so it looks like the scheme is likely to go ahead anyway as they are very close to the required approval rate for a scheme. If the scheme somehow fails, the standby offer is on track unless an irrevocable undertaking is pulled.

Assupol is currently listed on the Cape Town Stock Exchange with a market cap just below R5 billion before this offer was made. The embedded value (an important metric for life insurers) is R7.07 billion. Sanlam sees Assupol as a strategic fit in the Retail Mass segment, particularly given Assupol’s strong customer base in Gauteng.

The price for the deal is quite a complex calculation, thanks to the existence of the B shares among other issues. Based on the assumed implementation date, it works out to R15.23 per share. This is a 32.17% premium to the closing price of the shares on the day before the offer was made. The offer works out to R6.5 billion in total, so that’s a lot closer to the embedded value in the business. An independent expert has opined that the scheme price is fair and reasonable to shareholders.

There must be some long faces at the Cape Town Stock Exchange. They don’t exactly have many listings and now one of the most important ones is set to disappear.

In much smaller (but still interesting) news, the formation of the SanlamAllianz Africa joint venture triggered a mandatory offer in Morocco for Sanlam Maroc. It seems as though shareholders were very happy with that outcome, as holders of a sizable 23.86% of shares in issue said yes to the offer.

The total price was R2.43 billion, funded by Sanlam Emerging Markets and Allianz Europe in line with their respective 60% and 40% shareholdings in SanlamAllianz. This increases the stake held by SanlamAllianz in the Moroccan business from 61.73% to 85.59%.


Vodacom now has 200 million group customers (JSE: VOD)

The deal for Vodafone Egypt has made the group substantially larger

When companies want to grow, they can either do it the slow way (organic growth) or the fast way (acquisitions). Now, getting bigger overall doesn’t mean that shareholders are any better off. If you acquire businesses in exchange for shares, then the number of shares in issue keeps going up. When wearing an investor hat, you always have to keep this in mind when looking at companies that have grown significantly through deals.

Vodacom now services 200 million customers across the group and is obviously making a big deal of this fact, with 75 million of those customers using a financial service. Revenue from “new services” – which includes financial and digital services – is targeted to reach 25% to 30% of revenue over the medium term. The contribution exceeded 20% this quarter for the first time. Mobile money is the cornerstone of this part of the business.

For the quarter ended December 2023, Vodacom’s group revenue grew 26.8% year-on-year. If you dig deeper, you’ll find that South Africa grew by 4.0% and International (which excludes Egypt) was good for 12.6%. This means that the bulk of the exciting growth came from the acquisition of Egypt.

The group reports a group normalised number for service revenue specifically. Without the normalisation, it increased by 29.7%. With the adjustment for the Egypt deal, it grew by 8.8% with Egypt and 3.2% without Egypt. So even when adjusting for the change in shareholding, the growth really is coming from Egypt. That business grew service revenue by 29.1% in local currency and there were 55.5% more financial services customers, so those are impressive numbers.


Little Bites

  • Director dealings:
    • An executive director of Argent Industrial (JSE: ART) has sold shares worth R1.5 million.
    • Sean Riskowitz has bought another R232k worth of shares in Finbond (JSE: FGL), acting through Protea Asset Management.
  • Life Healthcare (JSE: LHC) has completed the sale of Alliance Medical Group, receiving £845.9 million in the process. Net proceeds of R10.5 billion have been repatriated to South Africa after the settlement of international debt. The majority of these proceeds will be returned to shareholders – but we don’t know how much just yet.
  • BDO has opined that the Dis-Chem (JSE: DCP) related party transaction regarding the acquisition of the Midrand head office and distribution centre is fair to shareholders. Such an opinion is a requirement for a related party transaction.
  • Willem Britz has stepped down as a non-executive director at AfroCentric (JSE: ACT), having been on the board since 2015. He was one of the founders of Pharmacy Direct, a business that AfroCentric acquired.
  • AYO Technology (JSE: AYO) has renewed the cautionary announcement related to finalising the terms of the settlement agreement with the GEPF and PIC. There has been extensive engagement with the JSE to ensure compliance with listings requirements. The parties previously agreed to extend the long stop date for this to 30 June 2024.
  • Creating perhaps more questions than answers in the process, Grindrod (JSE: GND) alerted the market to announcements by Martius Limited and Redink Rentals Limited regarding an event of default. These companies are funders of Mokoro Holding Company, in which Grindrod has a 35.07% equity interest in the non-core private equity portfolio. Grindrod is not a guarantor on the funding arrangements but is considering the impact on the fair value of the investment. I suspect that this is very small in the grand scheme of things at Grindrod.
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