Wednesday, November 20, 2024
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Weekly corporate finance activity by SA exchange-listed companies

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Steinhoff International (in liquidation) shares will officially be delisted from the JSE on Monday 16 October 2023. The company has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the JSE.

Prosus and Naspers continued with their open-ended share repurchase programmes. During the period 2 – 6 October 2023, a further 4,088,088 Prosus shares were repurchased for an aggregate €109,8 million and a further 291,933 Naspers shares for a total consideration of R882,96 million.

Glencore intends to complete its programme to repurchase the company’s ordinary shares on the open market for an aggregate value of $1,2 billion by February 2024. This week the company repurchased a further 9,650,000 shares.

Gemfields has repurchased an additional 2,940,722 ordinary shares. The repurchased shares will be held as treasury shares.

South32 continued with its programme of repurchasing shares in the open market. This week a further 552,037 shares were acquired at an aggregate cost of A$1,9 million.

One company issued a profit warning this week: Famous Brands

Three companies issued or withdrew a cautionary notice: Tongaat Hulett, Trematon Capital Investments and Salungano Group

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

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

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Mediterrania Capital IV Fund , the International Finance Corporation, and FMO are investing €57m in Morocco’s Cash Plus. The equity investment will enable Cash Plus to expand its fintech-driven branch network within Morocco as well as enhance its product offering, with a focus on developing its M-Wallet application. Mediterrania Capital IV Fund is investing €30m, IFC is providing €10m and FMO is supplying the remaining €17m.

ARM-Harith Infrastructure Fund is investing US$18,7m into Elektron Power Infracom (EPI). The financing is made up of equity, shareholder loans and loan notes. EPI is a Mauritius incorporated decentralised energy platform dedicated to the delivery of hybrid energy solutions across West Africa, with existing assets in Nigeria.

Tlou Energy, listed on the Australian Securities Exchange, the UK’s AIM and the Botswana Stock Exchange, has raised A$678,977 through the placing of 19,399,332 new shares with Australian and UK investors. The funds will be used to developing the Lesedi project in Botswana.

Egyptian insurtech Amenli has raised US$1m in equity funding from Alter Global and Digital Venture Partners. This is Alter Global’s second investment in Egypt. The funding will allow the startup to introduce new products for existing and new customers.

DealMakers AFRICA is the Continent’s M&A publication.
www.dealmakersafrica.com

OFAC risks in Mergers and Acquisitions

Overview of OFAC aims and processes

As the war in Ukraine rages on, the Office of Foreign Asset Control (OFAC) of the United States (US) has imposed increasing sanctions on global individuals and entities. In a bid to avoid the increasingly aggressive enforcement activity of OFAC and the Bureau of Industry and Security (BIS), Russian and Belarussian entities have utilised intermediaries and various company structures to evade sanctions. This has led to further designations of entities across Europe, Africa and Asia.

Provided the increasingly wide net of sanctioned intermediaries, mergers and acquisitions (M&A) transactions require careful consideration by both seller and purchaser. This article considers the OFAC guidance and enforcement actions in the M&A context and outlines a South African (SA) perspective to mitigate OFAC risks.

Impact of OFAC listings

OFAC is mandated to enforce sanctions in order to protect US foreign policy and national security goals. It does so by identifying entities which may be engaging in activities subject to sanctions, based on US intelligence. Following an investigation into an entity’s activities, and necessary reviews by other government departments, OFAC publishes an entity’s details on the Specially Designated Nationals and Blocked Persons (SDN) List.

The consequences of being added to the SDN List (a Listed Entity) are significant, since a US person or entity cannot transact with a Listed Entity. If any goods are possessed by a Listed Entity in US territories, those goods must be blocked and reported to OFAC. As a result, OFAC listings have all US accounts and properties of Listed Entities blocked, along with most financial institutions, which block Listed Entities from accessing any US dollar (USD) denominated accounts or their accounts entirely, whether or not in the US. Further, USD transactions either by or for the benefit of Listed Entities are likely to be blocked by any bank, whether the bank is situated in the US or internationally.

Framework for OFAC Compliance Commitments (Framework)

In the regulation of M&A transactions, OFAC has published a framework in which it strongly suggests a risk-based approach to ensure sanction compliance throughout any M&A process. The framework encourages the engagement of a due diligence process to ensure that sanction-related issues are identified, escalated to the relevant authorities, and addressed before the closing of any transaction. Following closing, the framework also suggests additional post-closing risk assessments. These additional risk assessment processes need to be included in the due diligence process.

South African perspective

While the OFAC machine continues to churn on, it is important to understand that not all is doom and gloom. The fundamental point to understand is that an OFAC listing of a South African entity or individual has no impact or force under South African law. The entering into M&A transactions by South African entities with foreign entities that are listed on OFAC is not itself illegal under South African law.

Given that non-US persons or entities are free to transact with OFAC-listed entities, the risks can be mitigated in various ways to ensure that a transaction reaches completion.

Risk Mitigation in the M&A Process

It is important for the purchaser to conduct thorough due diligence, which includes an OFAC risk assessment analysis of a target company (the Target). The purchaser should also be well informed of the business of the Target and the regions where the Target conducts its operations and trade, as OFAC has imposed sanctions on various countries, government agencies and companies. A further measure to mitigate OFAC risks is to perform a deep dive into the existing ownership of the Target, as well as screening the Target’s shareholders and directors against the OFAC database. Provided that the Listed Entity will not be able to hold USD-denominated accounts, transactions will need to be in South African Rands or an alternative currency.

A prudent approach to contractual representations would include specific warranties and indemnities to negate the effect of potentially acquiring an OFAC-listed company. While this may not completely mitigate OFAC risks, it does signify that the purchaser has made an effort to conduct the appropriate due diligence and act in good faith.

As an additional measure, the parties may agree that the proceeds from the M&A transaction involving a Listed Entity can be ring-fenced and placed in escrow pending the Listed Entity’s removal from the SDN List. A further way to mitigate the risk is to request the US Department of Treasury to grant a specific license to proceed with the distribution of proceeds from the M&A transaction with a Listed Entity.

Conclusion

While an OFAC listing does pose a challenge to an M&A transaction, there are many ways to safeguard and mitigate the risks that are associated with it. However, due to the regulations and complexity of OFAC, removal from the SDN List and certain transactions with Listed Entities can be complex. This article does not purport to exhaustively address these issues. A very limited number of predominantly Washington-based attorneys, acting under general approval by the US Treasury, are best placed to assist clients on OFAC.

Brandon Irsigler is a Partner, Noushaad Omarjee a Senior Associate and Davin Olen a Legal Professional Assistant | Dentons South Africa.

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

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

Navigating growth: assessing the potential of private equity investments in Southern African markets

Private equity is alive and well in Southern Africa. Activity in the private equity industry has grown sturdily over the past two decades, but not without challenges and risks in specific jurisdictions and sectors.

There have recently been trends to drive growth in the Southern African region which include, among others, portfolio diversification, legislative reform and environmental, social and governance (ESG) targets, and despite the challenges and numerous crises over the last couple of years, the region has proven resilient in most markets.

There is a heightened awareness of portfolio diversification, and local limited partnerships are looking to further understand private equity as an asset class as the industry grows. Among others across South Africa’s private equity market, one of the notable trends is acquiring and subsequently delisting struggling companies from the Johannesburg Stock Exchange (JSE). There have been a number of delistings from the JSE in the past 18 months, averaging about 25 delistings a year. These go-private transactions present further opportunities for the achievement of ESG targets that are not easily accessible for investors through listed or other structures.

There is a growing focus among private equity investors on green, low-carbon, and sustainable initiatives across Africa, and the 2022 SAVCA Report found that ESG risks and opportunities are more strongly considered by private equity firms in Southern Africa than globally, as a result of strong influence by development financial institutions. A significant number of private equity firms in Southern Africa consider and recognise the importance of ESG factors when making investment decisions.

From a pension funds perspective, recent trends include increased private equity asset allocation by adopting the ceiling amendments. For instance, South Africa and Zimbabwe have increased the maximum exposure limit in private equity from 10% to 15%, while Zambia revised its threshold for the private equity asset class from 5% to 15%. Although this development alone may not necessarily translate into increased pension fund appetite for private equity, what could contribute to growth is assisting governments with the necessary experience in private equity to allow pension funds to diversify into private equity, and creating investment opportunities for private equity.

Some sectors have seen more growth than others. The growing sectors in the Southern African region include energy, fintech (as portfolio companies have increased their presence due to a highly tech-literate population), and e-commerce, as the general adoption of digital technologies increases. Healthcare, financial services and insurance are stronger in some parts of Southern Africa than others.

The challenges and risks associated with investing in the region include political instability and a lack of trust in government in countries such as Eswatini, South Africa and Zimbabwe, though the perceived political risk in Africa is greater than the reality. Other challenges include small markets with limited investment opportunities, such as Botswana and Mozambique.

In some markets, these challenges and risks are being well managed. For instance, according to Deloitte’s Private Equity Review 2022, 41% of private equity firms in South Africa have prioritised risk management in portfolio companies.

The Southern African markets offer exciting opportunities for investors, and a recent AVCA survey showed that limited partnerships see opportunism in the private equity market in Africa for the medium-to long-term.

Thandiwe Nhlapho is an Associate and and Roxanna Valayathum a Director in Corporate & Commercial | CDH

This article first appeared in Catalyst, DealMakers’ quarterly private equity publication.

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

Ghost Bites (Jubilee Metals | Markus Jooste | PSG Financial Services | Redefine | Rex Trueform)

Listen to the latest episode of Ghost Wrap here, brought to you by Mazars:


Jubilee reports record production figures (JSE: JBL)

But revenue could only increase by 1%

Jubilee Metals dropped 15% on Wednesday after releasing results for the year ended June 2023. The company is dealing with commodity price decreases and infrastructure challenges in its markets, an uncomfortable combination.

Despite this, there were record production figures across the PGM, chrome and copper operations. There were various technical breakthroughs in the operations. As the PGM prices fell away though (down 22% in US dollars), revenue from operations could only increase by 1%. Chrome saved the day here, albeit barely.

Gross profit fell because of inflationary pressures on costs and the need for back-up power systems. EBITDA fell nearly 40% in dollars!

Headline earnings from continuing operations is reported in pence and fell by roughly 35%. Probably the only good news here is that the balance sheet looks reasonable and the group was profitable despite tough conditions.

Those silver linings weren’t enough to save the share price, though.


Markus Jooste gets a R15 million fine from the JSE

This is barely a drop in the ocean for him, sadly

Back in January 2023, the JSE announced two public censures against Markus Jooste, both of which would carry the maximum permissible fine of R7.5 million each. Further to this, he would be disqualified from being a director or officer of a listed company for 20 years. I’m personally hoping that he will still be in jail by then, but I’m probably too optimistic.

Of course, he disagreed with this outcome and applied to the Financial Services Tribunal for a suspension and reconsideration. The wheels of justice slowly turned and eventually the Tribunal dismissed the reconsideration application on 10 October, so the censures and related penalties are enforceable.

This number is literally pocket change for him, but it was the maximum permissible amount. I’m not sure if it gets recognised as revenue for the JSE or if it is ring-fenced for a greater purpose. I hope it’s the latter.


It’s hard to find fault in PSG’s results (JSE: KST)

Dividend growth of 23% says it all, really

PSG Financial Services (previously PSG Konsult) has released results for the six months to August. They are strong to say the least, with return on equity of 22.5% (that’s better than local banks and up from 19.8% in the comparable period) and growth in recurring HEPS of 21% (that’s better than just about everything). The dividend per share increased by 23%, rounding off the excellent numbers.

It says a lot that assets under management grew by 19% in this period, with PSG’s powerful local distribution really coming to the fore here. PSG Insure increased gross written premium by 12%, another strong performance.

As a sign of the times, performance fees were 2.5% of headline earnings, down from 3.7% in the comparable period.

Although there were some major risk events in the insurance business, like the Boksburg earthquake (I swear I missed that one in the chaos of the past year) and the Western Cape storms, the reinsurance program did its job by protecting underwriting results against these events.

Technology and infrastructure spend increased by 12% (and they expense everything rather than capitalise the costs) and fixed remuneration also grew 12%. This is below core income growth of 15%, hence why recurring HEPS did so well.

And as a final tick in the box, all three underlying divisions posted strong growth in recurring headline earnings. PSG Wealth is the largest (65% of headline earnings) and grew by 18%. PSG Asset Management is almost 21% of headline earnings and grew 23%. PSG Insure is the smallest segment and also had the slowest growth, but was still up 12%.

This is a great reminder that there are high quality companies on the local market.


Redefine won the arbitration in Poland (JSE: RED)

Metro’s claims have been dismissed

When Redefine announced interim results for the six months to February, the company noted that a request for arbitration had been filed by Metro Properties against 11 Polish companies owned by M1 Group (which in turn is 50% owned by the Redefine Group). The claim was to reduce the rental payable by Metro under the lease agreements.

The International Court of Arbitration dismissed Metro’s claims against the M1 joint venture and this award is final and binding on all parties. That’s good news for Redefine.


Rex Trueform flags a significant jump in earnings (JSE: RTO)

Detailed results are due later this week

You might recognise Rex Trueform based on the recent news of the acquisition of a streaming group that has particular specialisation in school sports. There’s obviously a lot more to the group than that, with other recent acquisitive activity being focused on properties as well.

For the year ended June 2023, HEPS increased by 52.2% to 399.4 cents. Annoyingly, the company released a trading statement in the morning and results in the afternoon. Somebody there needs a tough talk about how a trading statement is meant to go out a lot earlier.

The increase in HEPS was supported by revenue growth of 35.1% and operating profit growth of 61.0%. Expenses were up 28.2%, thankfully well below revenue growth.

Gross profit margin actually declined from 54.7% to 49.3% and yet they still managed to increase operating profit margin. When you dig into the numbers, it’s because of a big spike in media and broadcasting income that sits below the gross profit line. In other words, that gross margin pressure doesn’t apply to all the revenue.

And in case you’re wondering, given the recent activity around properties in the group, property revenue is 7.8% of group revenue. Media and broadcasting significantly higher at 14% and looks set to be a focus area based on the recently announced deal.

Related listed group African and Overseas Enterprises (JSE: AOO) reported HEPS growth of 78.2%. The company consolidates Rex Trueform as this is the holding company, so the underlying results are much the same.


Little Bites:

  • Director dealings:
    • A director of Sabvest Capital (JSE: SBP) sold shares worth R641k. The sale was by Lindiwe Mthimunye, not Chris Seabrooke, in case you’re wondering.
    • In a surprise to absolutely nobody, Des de Beer bought shares worth R116k in Lighthouse Properties (JSE: LTE).
  • Anglo American (JSE: AGL) is pushing the ESG angle hard at the moment. This is leading to SENS announcements that actually say very little of relevance to investors. This isn’t because environmental stuff isn’t important, but rather because this is the kind of thing that is effectively business as usual and that belongs in the normal reporting cycle. The latest example is Anglo American and Mitsubishi Materials collaborating on a responsible copper value chain. Well yes, I should hope it’s responsible!
  • Northam Platinum (JSE: NPH) announced that GCR Ratings reaffirmed the long-term and short-term credit ratings, with the outlook maintained as stable.

Ghost Stories #22: Optimal Investment Growth Basket promoted by Investec

Structured products have come a long way. From a specialised, exotic investment tool, they are now mainstream, and financial advisers are now more comfortable about investing in them on behalf of clients.

Having covered the Investec USD S&P 500 Autocall on a previous podcast (Episode 19 of Ghost Stories), we now move on to the Optimal Investment Growth Basket Limited promoted by Investec. This product offers a maximum annualised return in USD of 9.8% per annum over five years, with 100% capital protection at maturity in US dollars. The minimum investment amount is $12,000 or £10,500. This is a limited offer that closes on 24 November 2023. T’s and C’s apply and full details can be found on the Investec website at this link and the brochure can be found here.

To unpack this opportunity in detail, Japie Lubbe joined The Finance Ghost on this episode of Ghost Stories.

Topics covered included:

  • The importance of global diversification and exposure for South African investors;
  • The strategy of tracking a basket of global indices as opposed to a single index;
  • The methodology used in this instrument to achieve the potential return profile for investors;
  • The look-through credit exposure in the structure;
  • Liquidity in the structure; and
  • How to invest in the product.

Ghost Bites (Equites Property Fund | MiX Telematics | Brikor | Sappi | Southern Palladium)

Listen to the latest episode of Ghost Wrap here, brought to you by Mazars:


Equites is focused on “portfolio optimisation” (JSE: EQU)

And in the meantime, the distribution is heading lower

With a share price down around 25% this year, it hasn’t been a happy time for Equites. The logistics-focused fund has been hurt by the interest rate cycle and these types of funds were generally trading at lofty valuations coming into this year, unlike office funds that had been decimated during the pandemic.

The strategy with the portfolio is to reduce exposure to land holdings (down from 8% of portfolio value to 5%) and dispose of the UK development pipeline, while also selling non-core assets with sub-optimal sustainability credentials. Equites owns 60% in the ENGL development platform in the UK and the idea is to sell non-income producing assets in favour of income-producing assets. The long term impact is a smaller land bank, which may hurt growth down the line. For now though, the focus is on reducing the loan-to-value ratio.

The results include this creatively named “LTV flightpath” that reflect the target of 35.6% by February 2024:

The SA and UK portfolios are performing “in line with expectations” – and those expectations were clearly for a drop, as distributable earnings fell 19.6% for the six months to August. The dividend per share is down 19.9%. The net asset value per share is down 10.9% to R16.73, with the share price having closed at R12.60.

Despite the obvious pressure in the markets in which Equites operates, the SA portfolio valuation increased by 1.7% and the UK is up 2.1% in GBP terms.

At this stage, Equites is focused on pre-let developments in South Africa. No further substantial development expenditure in the UK is expected.

To give you an idea of why developments are under pressure, look at the initial yield on these developments and consider them in the context of where 10-year government bond yields in South Africa are sitting (10.8%):

The principle is that over say 20 years, the internal rate of return ends up being attractive. In the initial years though, the yields aren’t lucrative.

Based on the interim dividend of 65.37 cents, the annualised yield is 10.4%. I’m not a buyer at that yield.


MiX Telematics has attracted a US suitor (JSE: MIX)

The lovely news is that we won’t be losing a listing here

There’s just about an audible groan when we see an offer come in for a JSE-listed company, as it inevitably ends in the loss of yet another listing on the local market. The good news is that this is a share-for-share offer to MiX Telematics shareholders by a company named PowerFleet and the plan is for the enlarged PowerFleet to list on the JSE, so we’ve actually gained something as a market in the form of additional underlying businesses to consider.

I know, right? Unreal.

PowerFleet describes itself as being a global leader in “Internet of Things” solutions, so the buzzwords are coming to our market. That’s really just a fancy way of talking about monitoring of assets and related services. The company has been listed on the Nasdaq since June 1999. It also happens to be listed on the Tel Aviv Stock Exchange.

If the deal goes ahead and MiX Telematics shareholders swap their shares for a holding in the enlarged PowerFleet instead, then they will hold 65.5% in that enlarged company. In other words, PowerFleet isn’t exactly a global giant planning to swallow up MiX, which explains why the JSE listing of PowerFleet will be part of the deal.

The enlarged business would obviously have the benefits of scale, with lots of promises around the combined data strategy and R&D capabilities as well. One would certainly hope that liquidity will benefit as well.

The share price closed 15.6% higher on the day, with the scheme circular and prospectus due for circulation on 5 December. This will be an interesting one to dig into!


Nikkel Trading acquires another block of Brikor shares (JSE: BIK)

More shares have changed hands at 17 cents per share

On 12 September, Brikor announced that Nikkel Trading 392 reached a 64.11% holding in the company. This triggers an offer to remaining shareholders at a price of 17 cents per share.

This doesn’t preclude Nikkel Trading from picking up more shares along the way, also at 17 cents per share. This is exactly what has happened, with the stake now up to 68.01%.


Sappi is facing serious challenges in graphic paper (JSE: SAP)

Another European mill faces closure

Cyclical businesses are tough things to stomach. It gets even more volatile when you look at specific segments in Sappi, rather than just the businesses as a whole. For example, the graphic paper market is struggling with overcapacity, which means there simply isn’t enough demand for the level of supply. This forces periods of downtime at the mills, which destroys profits.

In July 2023, Sappi started the process to possibly close the Stockstadt Mill in Germany. An agreement has been signed to sell the site, although the announcement also mentions that the site will be closed during Q1 of 2024. Either way, the impact on Sappi is cash neutral.

As conditions have worsened since then, the Lanaken Mill in Belgium is next on the list. A closure is possible, although Sappi is also looking at how to cut overheads, presumably in an attempt to avoid closure and the impact on the 644 workers at the mill.

Sappi will continue to serve the graphic paper market through the mills that can operate competitively. The overall focus in Europe is the packaging and specialities segment. In a business like this, it’s all about knowing where to focus.


Southern Palladium gives us a geology lesson (JSE: SDL)

Latest drilling results from Bengwenyama have been released

Junior mining updates are incredibly good at alienating nearly everyone. For example, here’s an actual sentence from the Southern Palladium announcement: “Assay results for 39 UG2 intersections from SPD’s 70% owned Bengwenyama project have now returned an average grade of 8.00g/t (3PGE+Au) and 9.63g/t (6PGE+Au) over an average reef width of 69cm.”

Wonderful. I’m sure someone, somewhere knows what that means.

I always just skip to the commentary by the executives, in this case noting that the consistency of the grade and continuity of the reef continue to be confirmed by the latest drilling results. You don’t need a geology degree to understand that this is a good thing.

The company is busy with a second Mineral Resource update, scheduled to be announced in the fourth quarter of this year.


Little Bites:

  • Director dealings:
    • If I understood the announcement correctly, two directors of Capital & Regional (JSE: CRP) exercised options for shares worth R1.3 million. I usually ignore share awards, but the difference here is that the directors cash funded the tax i.e. didn’t sell shares to cover the tax. That’s a buy in my books.
    • A prescribed officer of Sasol (JSE: SOL) retained shares worth R4.7 million and sold shares worth R4.3 million. I’m including this as a good example of how share-based awards usually play out, with a big sale to cover the tax.
    • Substantial share awards have vested for several ADvTECH (JSE: ADH) directors. The announcement doesn’t note any selling, but I’ll be surprised if we don’t see any in days to come.
  • The current CFO of Hulamin (JSE: HLM), Mark Gounder, has been appointed as the CEO of Hulamin. He replaces Geoff Watson who was appointed interim CEO in October 2022. Pravashni Nirghin will be appointed as interim CFO, an internal appointment.
  • The CFO of WBHO (JSE: WBO), Charles Henwood, is retiring after 12 years in the role. His replacement is Andrew Logan, who has been with the group for 20 years.
  • I’ve previously noted a truly poetic end to Steinhoff’s (JSE: SNH) unfortunate life, with the company due for liquidation on Friday the 13th. This is also the date on which the company will be delisted in Frankfurt. The JSE delisting date is the 16th of October. Good riddance.

Ghost Wrap #49 (Famous Brands vs. Spur | Sibanye-Stillwater | De Beers | Mondi | Life Healthcare | Datatec | Fortress)

The Ghost Wrap podcast is proudly brought to you by Mazars, a leading international audit, tax and advisory firm with a national footprint within South Africa. Visit the Mazars website for more information.

In this episode of Ghost Wrap, I recapped a week’s worth of news across a variety of sectors:

  • Famous Brands vs. Spur is becoming a very interesting battle indeed, with the latter as my pick.
  • Sibanye-Stillwater has given the green light to the next phase of the Keliber lithium project.
  • De Beers is really struggling with demand for diamonds at the moment.
  • Mondi has managed to exit Russia, with letters of credit securing the final two payments from the buyer of the asset.
  • Life Healthcare announced a deal for Alliance Medical Group, reflecting what looks to me like a modest investment return on that asset since 2016
  • Datatec is proof that you can find fast-growing companies on the local market, if you know where to look.
  • Fortress has proposed a rather clever way to get rid of the dual-class structure in its shares, by using a portion of its stake in NEPI Rockcastle.

SHEIN a light on fast fashion

Have you ever asked yourself why SHEIN is so cheap? Dominique Olivier loves clothes. She loves saving money. She doesn’t love arguably damaging business practices, with many questions being asked around the world about SHEIN.

SHEIN. Wish. Temu. Cider. 

These days, you can barely open up Facebook without encountering endlessly scrollable ads showcasing items of clothing at ridiculously low prices. Over on Instagram, more and more fashion influencers are jumping on the “haul” trend, creating videos that show them opening and trying on large amounts of clothing ordered through the SHEIN app. 

And it’s not just our social media feeds that are flooded. According to a report compiled by Money.co.uk, SHEIN had already overtaken giants like Nike and Adidas as the most-Googled clothing brand in the world in 2022. In terms of revenue, they supposedly made more than fast fashion powerhouses H&M and Zara combined in Q1 of 2023, with a projected annual revenue of $58.5 billion. 

It sounds like a runaway success story – but if you read between the lines, the math doesn’t seem to add up. With an average unit price of just $7.90 across more than 600,000 products, SHEIN would have to shift a genuinely massive amount of stock (roughly 7.4 billion units!) in order to achieve the kind of revenue that they are reporting. And not just shift it, but deliver it to more than 195 countries worldwide. 

So, is it a question of many little steps conquering the mountain, or is SHEIN taking a shortcut to the top?

Is the price right?

When you purchase a new t-shirt, you might not immediately realise the intricate web of processes, materials, and labour that goes into its creation. It’s easy to take for granted the seemingly simple garment hanging on a rack. However, upon closer examination, you’ll discover that a T-shirt’s value extends far beyond its price tag. 

Fabric, pattern-making, sampling, trims, sewing, handwork, packaging, duties and shipping are an incomplete list of what you’re really paying for. And that’s before a wholesale markup (the profit a brand makes on the item) or the additional retail markup if you’re buying it in a store.

The industry standard markup for a designer to retailer is typically between 2.2 and 2.5 times the production cost. In this case, let’s consider a 2.2x markup. So, if a t-shirt costs the designer R100 to make, they might sell it to a retailer for R220. This markup helps the designer cover not only the production cost, but also make a profit that sustains their business and allows for future designs.

Let’s apply that exercise to SHEIN and work backwards.

On SHEIN, a plain women’s t-shirt costs R79. Let’s say a third of that price covers packaging, duties and shipping. That leaves us with R56. If we assume that Shein is making a 60% gross margin (which is typical of clothing retailers), we have a cost of around R22 to SHEIN. The factory no doubt gets squeezed by SHEIN, but we can surely assume a 30% gross margin for the manufacturer. This suggests that the cost of the garment is actually R15 in round numbers. That R15 needs to cover the material that went into the item, the wages of the workers that constructed it, the water and electricity needed to keep a factory running, maintenance of sewing machines – the list seems nearly endless.

Sure, there are bulk discounts that would apply when fabrics are bought in large quantities and other such loopholes. We know that China and Asia in general is a cheap labour environment, but to what extent? After all, if it were that easy, every store would have the option of selling a t-shirt for R79.

So, at which point in the process is the fat being trimmed? Is SHEIN taking smaller markups in order to keep their prices low? Maybe. Or have they simply found a way to make clothes at an unsustainably low cost?

Racing to the bottom 

SHEIN brings together an estimated 6,000 clothing factories in China under its label, adding anywhere between 2,000 and 10,000 individual styles to its app each day. The brand’s ability to not only keep introducing this tremendous amount of new styles at a breakneck pace, but to keep their prices as low as they are, is putting most brands in the fashion retail space under serious pressure. 

The South African textiles industry has been decimated historically and it could get even worse if SHEIN continues like this. Share prices of local clothing retailers are under pressure and were already underperforming in previous years. This is a problem.

Now, we can make all sorts of guesses about how SHEIN is managing to make a profit on clothing items that barely cover their own construction in price. Popular theories in the media range from circumventing import taxes and underpaying workers to running unsafe factories and using hazardous materials – all of which are under investigation. So, let’s focus on what we know for sure. 

Regardless of how SHEIN is cutting their costs, the fact is that they are competing with some of the biggest brands in the world for consumer attention – and in most cases, they are getting that attention and then some. Once a consumer has adjusted their expectations of what an item of clothing could cost (not what it should cost), it becomes very difficult for them to transition back to paying “regular” prices for clothing. 

For brands to compete with SHEIN, they need to be able to drop their prices in order to make their wares appealing again. This is the start of a race to the bottom for the fashion industry, and sadly consumers won’t be the winners at the end of this one. 

Of course, the only reason SHEIN exists (and continues to exist, despite the ever-growing noise about its ethics) is that consumers are buying what it’s selling. This is capitalism 101 – massive demand for cheap clothes meets massive output. In the middle of that Venn diagram, a business like SHEIN finds the fertile ground it needs to rocket to the top.

Is the consumer really winning?

Here are some of the things that a fashion brand might do to competitively lower its prices while maintaining its margins:

  • Cheaper, lower quality fabrics;
  • Less factory hours, which means less attentive construction;
  • Shoddier packaging; and/or
  • Less experienced designers and pattern makers, resulting in ill-fitting clothing and size discrepancy.

As the saying goes: if the price seems too good to be true, that’s because it usually is.

For far too many consumers, the reality is that they are all about sustainability in the streets and SHEIN in the sheets. It doesn’t bode well for the fashion industry elsewhere in the world, especially in South Africa that already has an unemployment crisis.

Is this little piggy coming to market?

We’re not quite sure yet. But with SHEIN rumoured to be filing an IPO in the US soon (although the company denies this), you can bet that we’re watching this space very closely.

In the meantime, you can learn about a variety of retail and fashion stocks in the Magic Markets Premium library. The team has covered the likes of Nike, Levi’s and Crocs (and the best of that bunch may absolutely shock you). At R99/month, you get the entire library of 100 research reports and podcasts – with a new one each week!

And to celebrate reaching the 100-show milestone, we are giving R100 off an annual subscription for the month of October only. You can get access for 12 months for just R899, which works out to around R75 a month. Even SHEIN would struggle to compete with that! Use the coupon MAGIC100EPS on checkout for Magic Markets Premium.

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 (Alphamin | Famous Brands | Sirius Real Estate | Transpaco)

Listen to the latest episode of Ghost Wrap here, brought to you by Mazars:


Alphamin’s EBITDA is up quarter-on-quarter (JSE: APH)

There’s a big spike in sustaining capex, though

Alphamin reminds us every quarter that it produces 4% of the world’s mined tin. Thankfully, the company gives us new content each quarter in the form of financial results as well.

In the third quarter (the three months ended September), tin production was down 1% vs. the second quarter and sales were up 1%. The average tin price achieved was 4% higher, so this contributed to 8% growth in EBITDA. Importantly, sustaining capex jumped by 39%. Note, these are all quarter-on-quarter numbers (i.e. sequential) rather than year-on-year.

Looking at the nine-month period, the run-rate for tin production is ahead of the level required to achieve market guidance for the full year.

The Mpama South project is still expected to be “substantially completed” within the budget of $116 million, of which $99 million in total has already been spent. To help with liquidity requirements on this journey, debt facilities have been increased.

Towards the end of the quarter, a bridge on the primary export / import route was damaged. Alternative routes have apparently proven effective in the past, so the company expects the negative liquidity impact from this issue to reverse during the fourth quarter.


Famous Brands is struggling (JSE: FBR)

This is a very different tune to the one that competitor Spur has been singing

Even before this update, I wouldn’t have had any difficulty choosing Spur (JSE: SUR) over Famous Brands. The Wimpy at the shopping centre near my house never seems to have anyone under the age of 75 in it and the Mugg & Bean doesn’t operate during load shedding. In stark contrast, Spur always seems to be buzzing.

Although one has to be very careful of interpreting the “local store” and then applying that to a national footprint, it’s also true that there’s no due diligence quite like seeing the business in action. After all, you could’ve saved yourself a lot of pain in the grocery sector by just asking your friends where they are shopping.

For the six months ended August, Famous Brands expects HEPS to be between 3% higher and 17% lower than the comparable period. This means it is very likely that HEPS has gone backwards. The company blames load shedding, cost pressures and the overall economic environment for the profitability of the group.

Personally, I blame the strategic execution vs. competitors. They need a wake up call, as this chart shows:


Sirius sounds upbeat about performance (JSE: SRE)

The strategy remains to sell mature assets and acquire assets that need some work

Sirius Real Estate is focused on the German and UK markets. The company has given an update on trading performance for the six months ended September.

In Germany, like-for-like rent roll growth was 7.7%, measured on a constant currency basis. Rental growth is ahead of inflation and the company thinks that this will be enough to offset yield expansion and the negative impact that this is having on property valuations in the region.

In the UK, rent roll growth is ahead of Germany, but the company doesn’t say by how much. They have indicated that it has exceeded the £50 million milestone for the first time.

Looking at the balance sheet, the weighted average cost of debt will be 2.1% when a new £58.3 million facility with a cost of 4.25% kicks in from December 2023. The weighted average debt expiry will be 4.2 years. Obviously, any debt being refinanced in this market is going to be at a higher rate than the weighted average.

In terms of recycling of capital, Sirius prefers selling mature assets and buying fixer-uppers that need active asset management to unlock value. In this period, they sold a property in Germany on a 6% net initial yield and acquired two properties in the UK on a net initial yield of 9.6%.

Detailed interim results are expected to be released on Monday 20th November.


Transpaco releases the circular for the share repurchase (JSE: TPC)

This is a mature allocation of capital

In case you would like to read the full circular, you’ll find it at this link.

Long story short, Transpaco wants to repurchase 3.67% of shares in issue from a single seller who is not a related party. Here’s the paragraph from the circular that I really like, explaining why the repurchase makes sense:

I wish there were more companies on the market that had the maturity to return capital to shareholders instead of pursuing dicey acquisitions.

Transpaco is repurchasing the shares at R27.83, which is a 10.1% discount to the 30-day VWAP.


Little Bites:

  • Director dealings:
    • Des de Beer has bought another R527k worth of shares in Lighthouse Properties (JSE: LTE)
    • A director of AVI (SE: AVI) has bought shares worth R37k.
    • A director of Mpact (JSE: MPT) has sold shares worth R15.5k.
  • Gold Fields (JSE: GFI) has announced the appointment of Mike Fraser as CEO with effect from 1 January 2024. He will take over from Martin Preece who has been interim CEO since 1 January 2023. Fraser is currently the CEO of AIM-listed Chaarat Gold Holdings and previously served as COO of the aluminium, nickel, SA manganese and energy coal businesses at South32. His other senior roles have been at BHP.
  • In case you thought the restructure of AngloGold Ashanti (JSE: ANG) and the move of the primary listing to New York wasn’t already expensive enough, the transaction triggered a tax liability of $286 million across South Africa and Australia. Only $46 million of that is in Australia, with the rest boosting our battered local fiscus.
  • Salungano Group (JSE: SLG) has reminded the market that subsidiary Wescoal Mining is in voluntary business rescue, hence the group is trading under a cautionary announcement.
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