Tuesday, November 19, 2024
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Who’s doing what in the African M&A space?

DealMakers AFRICA

In Kenya, online retail distribution specialist, Kyosk has acquired KwikBasket for an undisclosed sum. The digital platform raised an undisclosed amount of funding from Japan’s Mitsui & Co earlier this year.

Verod-Kepple Africa Ventures has invested US$1,5 million in Morocco’s Chari. The B2B e-commerce startup for FMCG products, will use the funding to support its growth plans.

Fintech startup Masroofi has raised $1,5 million from undisclosed investors. Founded in 2022, the Egyptian startup provides electronic payment services for children, including a bank card system.

Morocco’s first online real estate estimation platform, Agenz.ma has raised MAD13 million (US$1,3 million) in a pre-Series A financing round. Investors in the round included among others, Azur Innovation Fund, Maroc Numeric Fund II and Beenok.

Nuru, a DRC renewable energy-powered metrogrid company, has closed a US$40 million Series B equity funding round to enable it to start construction on 13,7 MWp of projects. Investors included the IFC, the Global Energy Alliance for People and Planet, the Renewable Energy Performance Platform, Proparco, E3 Capital, Voltalia, the Schmidt Family Foundation, GAIA Impact Fund and the Jospeh Family Foundation.

TLG Capital has led a US$4,58 million funding round into Nigeria’s invoice financing startup, Zuvy Technologies. The funding was split between $4 million in debt in $580,000 in equity.

Kenya’s Revivo raised US$635,000 to expand operations from Raba Partnership, Village Global, Musha Ventures, Satgana and strategic business angels. Founded in 2022, Revivo provides a B2B marketplace for electronic repairs.

This week marked the signing of subscription agreements and letters of intent by African and global institutional investors in preparation for the first close of the Africa50 Infrastructure Acceleration Fund, a 23-year close ended private equity fund. The fund has been set up to catalyse further investment flows in the development of critical infrastructure across the continent.

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

Ghost Global: the dark side of consistency

More of the same. It can be good. It can be bad. Using examples from the Magic Markets Premium research library, I explain this further.

Imagine this: you visit a new coffee shop for the first time and have the best cappuccino of your entire life. The next day, you revisit the coffee shop, hoping for a similarly good experience, only to find that the entire menu has been changed.

“Keep on keeping on”: a business strategy 

The cappuccino is still there and is just as good, but now it’s called an “extra-tall espresso with foam” and it costs R1 more than before. Alright, you might think, it’s a little strange but at least the product is still good.

You return the next day to find that all of the waiters have been replaced by AI-enhanced serving trolleys. The coffee is still excellent though, so you come back on the fourth day, only to discover that the coffee shop is now a mobile cart and they only accept payment in Bitcoin. 

Would you go back to see what surprises await you on the fifth day?

Running a business means eternally see-sawing between keeping your customer base engaged and interested, and offering something that they can rely on. Consistency is more than a buzzword here: it’s one of the most basic things that your business needs to master in order to gain the trust of its customers (not to mention investors and shareholders). Nobody likes a rollercoaster. Well, except swing traders.

Does that mean that consistency is the opposite of innovation? It doesn’t have to be. As with all things in business, success is often found in those tricky grey areas between two extremes. 

Our Magic Markets Premium research library is full of examples of businesses that have innovated themselves out of the game – but there are also those who have stagnated beyond relevance. Consistency is as important to a business as water is to human being’s survival.

Just remember that too much water can still drown you. 

If it ain’t broke, don’t fix it

One example of consistency done right comes from our very recent recap report on Visa

Visa goes beyond being just a card in your pocket. Behind the scenes, it operates a massive global payments network, enabling the card to function worldwide. The farther the money travels, the more revenue the network generates. This is why Visa benefits greatly from cross-border travel and has been likened to having a royalty on global trade.

Its robust business model is widely recognised, and its valuation reflects that strength.

Here a strong case is made for consistency. Visa has a focused management team, a strong brand and most importantly, a product that addresses a need that consumers will always have. So while innovations are coming down the pipeline – think AI and the clever Visa+ concept – there’s really not that much left for the Visa team to do other than to keep this ship on course. This is what they do best, unlike Hasbro (covered in the same recap show) that is in the midst of a turnaround strategy.

The dangers of falling asleep at the wheel

Of course, there’s always the danger of being too consistent, as illustrated particularly well by our recent report on Tupperware.

The ultimate irony is that it is the longevity of the Tupperware brand that is working against it here. The older a company gets, the more challenging it becomes to think creatively and adapt. Keeping up with the changing times requires constant innovation, and once a company falls behind the curve, it seems almost impossible that they will catch up. 

The pandemic presented a prime opportunity for Tupperware to innovate. Its traditional distribution model – those iconic Tupperware parties – came to an abrupt halt, as even the most determined sales representatives would struggle to get people to attend socially distanced Tupperware parties while wearing masks. The brand needed to embrace digital platforms swiftly, a move that should have been made at least a decade ago. 

And that is exactly the point where the slow-acting chickens came home to roost. 

The brand’s failure to innovate earlier has left it struggling to navigate the digital landscape and compete effectively with newer, more agile companies. Tupperware’s longevity and adherence to its traditional methods have become significant obstacles in an era where rapid change and innovation are key.

To regain relevance and capture new markets, Tupperware must now make a concerted effort to overhaul its business model. This means leveraging digital platforms, investing in e-commerce capabilities, and adopting a more dynamic approach to marketing and sales.

Sadly, it also means hiring advisors to help it survive. The brand is good. The business model isn’t.

With well over 80 research reports on global stocks available in the library, a subscription to Magic Markets Premium for just R99/month gives you access to an exceptional knowledge base that has been built since we launched in 2021. Now that’s what we call the right kind of consistency!

There is no minimum monthly commitment and you can choose to access the reports in written or podcast format – whatever floats your boat. Sign up here and get ready to learn about global companies>>> 

Ghost Bites (Sibanye-Stillwater | Spear REIT | Tongaat Hulett)



Sibanye’s subsidiary has improved its balance sheet (JSE: SSW)

Unfortunately, the update is very light on details

In May 2023, Sibanye-Stillwater acquired a 100% stake in New Century Resources, having owned 19.99% in the company since October 2021. This is a tailings management and rehabilitation company with a zinc operation in Queensland, Australia.

The company has restructured its environmental bond and trading facilities on improved terms, which means that banks are viewing the company more favourably than before. The announcement is vague though, so we don’t know if the improved terms relate to the cost of debt or just the repayment terms. Remember, there are many elements of a debt package.

A large part of why the terms have improved is probably the guarantee that Sibanye has given for the company’s debt. This is the benefit for a smaller mining house of being part of a larger group.


Spear REIT reports encouraging first quarter metrics (JSE: SEA)

This is one of the more solid property funds on the JSE

Spear REIT is an exercise in simplicity. The group doesn’t try and own properties all around the world through intricate structures. In fact, they don’t even bother with properties outside of the Western Cape!

Although share price growth has been modest in recent years, you simply have to include the dividends in an analysis of shareholder returns. The current trailing dividend yield is 10.5% and the portfolio is seen by the market as being robust.

But even the Western Cape isn’t insulated from South Africa’s troubles, obviously. The lights still go off and businesses still face pressure. This has a knock-on effect for property funds.

The three months to May represent the first quarter of this financial year. Portfolio vacancies fell from 7.82% in FY23 (the previous full financial year) to 6.80% in this quarter. Among other drivers, the fund notes an uptick in demand for office space, an asset class that has been battered in the past couple of years.

The average escalation rate in the portfolio is 7.4% and the rental reversion rate in this quarter was +4.17%, up from +3.69% in FY23 and on the right side of zero, which is more than many other property funds can say.

Looking deeper, the industrial portfolio has benefitted from curtailment agreements with City of Cape Town that have improved the availability of electricity supply. Rental reversion was a lovely +10.73% this quarter and the average escalation on existing leases is 7.63%. The vacancy rate is down from 2.23% to 1.50%.

The retail portfolio is fully focused on convenience retail, delivering a vacancy rate of just over 0.5% which has been consistent. The bad news is negative reversions of -5.57%, which shows that even the Western Cape is hit by macroeconomic conditions. 41% of the portfolio is occupied by national tenants on long-dated leases.

The commercial (i.e. office) portfolio is still finding things difficult, but Spear specifically highlights the importance of the local and international business process outsourcing sector and the positive impact this has had on vacancies in the Cape metropole. The vacancy rate is still high at 15.42% but at least reversions were positive at +4.73%.

The loan-to-value ratio has increased from 36.30% at the end of FY23 to 39.06% at the end of this quarter. Combined with the weighted average cost of debt increasing from 8.66% to 9.16%, this puts pressure on distributable income. The sale of the Liberty Life building in Century City will help, with that deal closing after the end of the quarter covered by this update.

In this quarter, distributable income of R43.15 million is down from the quarterly run-rate that would’ve achieved distributable income of R188.4 million in the prior year. As solid as Spear is, there’s no escaping the pressure in the system.


Tongaat Hulett gets a funding extension (JSE: TON)

RCL Foods must be wishing that it gets used for sugar levies

I found yesterday’s update from RCL Foods about the sugar levies fascinating. Due to Tongaat’s non-payment of these levies, the entire sugar industry has been hit with a special levy for the shortfall. I don’t know much about the industry at all, but it seems bizarre.

It’s certainly in South Africa’s best interests for Tongaat-Hulett to continue operating. The business rescue practitioners have reached an agreement with the current funders to extend the post-commencement funding facility from 30 June to 21 July 2023. It shows how tough this process is that the funding is agreed for just a few weeks at a time.

The approval process for longer-term funding is underway.


Little Bites:

  • Director dealings:
    • A director of Afine Investments (JSE: ANI) has bought R1.5k worth of shares on EasyEquities, which is probably a function of low liquidity rather than lack of desire to own more!

Ghost Bites (Copper 360 | Murray & Roberts | RCL Foods)



Copper 360 releases encouraging metallurgical results (JSE: CPR)

Results have exceeded company expectations

Drill core samples from the Rietberg Copper Mine have been subjected to metallurgical tests and the results are promising. When measured against Copper 360’s expectations, the good news is that more copper with less energy can be recovered, which is great for the bottom line.

I always find the actual results interesting, even though I barely understand anything that I’m reading. At least they use a “DOW200 frother” so the cappuccinos at head office must be good. Or perhaps, the copper just gets cleaned well. I can’t be sure.


Murray & Roberts can’t catch a break in Australia (JSE: MUR)

The attempt to regain control of RUC Cementation has fallen through

Murray & Roberts has been trying to navigate a legal minefield in Australia where Clough is in administration. RUC Cementation also got caught up in this, with Murray & Roberts attempting to pluck it out of the process and regain control of the business.

Certain conditions precedent in the term sheet were not satisfied in time, so the attempt to do this has fallen through.

The group now hopes to provide engineering and contracting services to mining clients in the Asia Pacific division through the recently established Cementation APAC business. Talk about calling all pockets and hoping that something works.


No rainbows at RCL Foods (JSE: RCL)

There is an unexpected contagion impact from Tongaat-Hulett

This trading statement came out early in the morning and hardly tells a great story, yet the share price closed 2.5% higher on the day. Clearly, major holders had a good idea that this was coming.

HEPS for the year ended June 2023 at RCL Foods will be at least 30% lower than in the comparable period. This has mainly been driven by a special levy raised by the South African Sugar Association (SASA), the impact of load shedding and unrecovered feed costs in Rainbow.

Before you feel too bad about special levies in your complex, be thankful that you aren’t in the sugar industry. The business rescue practitioners at Tongaat Hulett have decided not to pay the company’s statutory obligations to SASA, necessitating a special levy that the rest of the industry has had to bear. The pre-tax impact on RCL Foods is R234 million.

Litigation is underway regarding the lawfulness of the decision by the appointed business rescue practitioners to suspend compliance with statutory obligations at Tongaat Hulett.

Shareholders should also note that Vector Logistics will be reported as an asset held for sale in these financials, as the transaction is still being implemented.


Little Bites:

  • Director dealings:
    • A director of a major subsidiary of Marshall Monteagle (JSE: MMP) has bought shares in the company worth R11.2 million.
    • An associate of a director of Afrimat (JSE: AFT) has sold shares worth over R8 million.
    • Associates of two directors of Ascendis Health (JSE: ASC) have each acquired shares worth R218k.
    • A director of a subsidiary of Nu-World (JSE: NWL) has sold shares worth R23.6k.
  • British American Tobacco (JSE: BTI) pays quarterly dividends, which is pretty much the only reason why anyone buys the stock. The dividend to be paid in August is R13.8000439 per share. That’s an annualised yield of around 8.8% on the current share price.
  • The Datatec (JSE: DTC) scrip dividend alternative has been calculated with reference to the 30-day VWAP of around R36.42 per share. The current price is R39 per share, so accepting scrip instead of cash may be appealing to shareholders.

Ghost Bites (Anglo American | AVI | Brikor | Mondi | Montauk | Remgro | Salungano | Texton)



It turns out that diamonds aren’t necessarily forever (JSE: AGL)

Mining licences in Botswana need to be renewed – but luckily not very often

Anglo American announced that important subsidiary De Beers has reached an agreement with the Botswana government for a new 10-year sales agreement for rough diamond production at Debswana, as well as a 25-year extension of the mining licences through to 2054.

Before you think you just woke up from a coma, I know that 2054 – 25 = 2029. The current licence presumably expires in 2029 and extension negotiations are very proactive.

Debswana operates four diamond mines in Botswana and is a 50-50 joint venture between De Beers and the Botswana government.


AVI announces a new B-BBEE deal in I&J (JSE: AVI)

Significant value was created in the previous partnership

The B-BBEE structure in I&J (part of AVI) goes back to 2004. It was extended three times, with the 19-year partnership generating R202 million in net cash to the B-BBEE partner.

The old deal matured on 1 July 2023 and a new deal has now been announced, with Twincitiesworld acquiring 18.75% of the shares in I&J. Alongside I&J employees with 6.25%, this takes the total Black shareholding in I&J to 25%.

There isn’t much information available on Twincitiesworld, other than a note in the announcement that it has historic links to I&J and strong community ties. That makes it sound like a broad-based structure.


As the name implies, Brikor is now focused on bricks (JSE: BIK)

Brikor is completely changing its strategy with its coal assets

This wasn’t the simplest announcement to understand, I’ll tell you that much. In summary, Brikor has recognised that trying to row its own boat with its coal assets is a mistake, as the most important thing is actually to secure a supply of clay for the core business of brick-making. Beyond that, just making a profit from the coal operations would be nice.

To achieve that, Brikor has entered into a contract mining and coal purchase agreement with TCQ Mining. There’s quite a spider web here, as Brikor holds a stake in TCQ via a subsidiary, plus one of the other shareholders in TCQ is also a material shareholder in Brikor.

TCQ is going to buy all the coal mined in the defined areas from Brikor (and other owners of the mining rights) for a price equal to all contract mining costs plus R20 per ton. Clay is a by-product of the mining of coal and TCQ will deliver it to the existing rights holders on a monthly basis at no additional cost.

All of the details will be included in a Category 1 circular, so Brikor shareholders can fully understand the economics here. The summary is that the coal mining operations will now be profitable and cashflow positive for Brikor, with the supply of clay as a critical part of the deal.

While the deal goes through the motions, there is a three-month interim consulting agreement with TCQ at a cost of R13.7 million for the purposes of advising Brikor on improving current mining operations and getting them ready for a large upscaling after the transaction. This is expected to improve output by 80,000 tons over the three-month period.


Mondi: one step closer to bye-buy, babushkas (JSE: HET)

The sale of three Russian packaging converting operations has been completed

Back in December 2022, Mondi announced that it had reached an agreement to sell three Russian packaging converting operations to Gotek Group for RUB1.6 billion. In a currency that will be a lot more familiar to you, this has equated to €30.4 million landing in the Mondi bank account.

The group will distribute the proceeds to shareholders once the full exit from Russia has been completed. This implies that there’s no special dividend until the disposal of Syktyvkar, the most significant facility in Russia owned by Mondi. Selling this asset has proven to be difficult.

It’s been a pretty wild ride for this stock, with a catastrophic drop when war broke out in Ukraine and some fun trading opportunities since then:


Montauk has been busy this year (JSE: MKR)

The latest project is at a landfill in California

Through its subsidiary Bowerman Power LFG, Montauk Renewables is planning to develop a renewable natural gas project at the Frank R. Bowerman Landfill in California. The target commissioning date is 2026 and the capital investment is expected to be between $85 million and $95 million.

As my dad would likely point out: it’s a dirty job, but somebody has to do it.


Remgro confirms its stake in Heineken and Capevin (JSE: REM)

Unsurprisingly, Remgro has been mopping up unlisted shares in Heineken Beverages

After the Distell buyout and delisting was completed in April, Remgro was left with a stake in Heineken Beverages and Capevin. The group has now confirmed the extent of the shareholding in both companies.

Remgro initially held 15.50% in Heineken Beverages, but increased this to 18.80% through a series of off-market transactions with a cash cost of R926 million. This was based on R165 per share.

In Capevin, Remgro holds 31.46% of ordinary shares in issue and all of the B shares. The aggregate voting interest is 55.93%.


What’s going on at Salungano? (JSE: SLG)

A delay in publishing results is one thing, but this is quite another

Among the scrappier companies on the JSE, it’s not unusual to see a delay in the publishing of results. The market doesn’t like it, but deals with it. Hot on the heels of that delay at Salungano came far worse news, with the share price taking a 21% knock in response.

Three independent directors have resigned in one go, including the lead independent director and chairperson of the audit, risk and compliance committee. That is a picture perfect example of exactly the kind of thing that makes shareholders panic.

The company neglected to give a reason for the resignations.


Texton shareholders say yes to the PIC buyback (JSE: TEX)

The first thing to do is check the buyback price against the NAV per share

Local property funds tend to trade at a significant discount to the net asset value (NAV) per share. Texton is hardly a market darling, so the NAV from December 2022 of 609.51 cents is a whole lot higher than the current share price of R2.28.

The gap to the price at which the PIC is exiting is even bigger, with a repurchase price of R2.15 per share. It’s no wonder that shareholders said yes to this repurchase with an emphatic 99.98% approval at the general meeting. 19.8% of issued shares will be repurchased at a huge discount to NAV, which is theoretically good news for all other shareholders.

The bigger question is: does the market believe the NAV, or is the discount simply going to stay as large as it is now?


Little Bites:

  • Director dealings:
    • An independent director of Curro (JSE: COH) has bought shares worth R86k.
    • An associate of the chairperson of Nictus (JSE: NCS) has sold shares worth R65k in an off-market trade.
    • A prescribed officer of Gold Fields (JSE: GFI) has sold shares worth R26k.
    • The spouse of a director of Afine Investments (JSE: ANI) has been doing some small-scale trading on EasyEquities, acquiring shares worth R4.5k.
  • With no impact on any of the other terms of the debt, Northam Platinum (JSE: NPH) settled an existing term loan facility and extended the revolving credit facility. Total available facilities are now R11 billion, so the group is sitting on plenty of undrawn firepower.
  • Although the announcement doesn’t make it quite as clear as I would’ve liked, it looks like the complaints by Northam Platinum (JSE: NPH) against Royal Bafokeng Platinum (JSE: RBP) regarding alleged frustrating actions related to executive remuneration have been sorted out. The compliance certificate required to make the Impala Platinum (JSE: IMP) offer unconditional has been issued, so we know the investigation is over. The announcement makes it sound like there was no further action against RB Platinum.
  • Kibo Energy (JSE: KBO) has released a quarterly update dealing with the various projects in the group. The strange scenario around shareholders being unable to vote at the extraordinary general meeting caused delays to the funding activities for certain projects.
  • Nedbank (JSE: NED) repurchased 0.55% of its total issued ordinary shares for R638 million, delivering a small risk-free profit to those who watched carefully and banked the difference between the market price and the odd-lot offer price. Most people simply don’t pay attention, with 2.375 million of the 2.72 million repurchased shares being repurchased by default due to shareholders not taking any action.
  • DRA Global (JSE: DRA) has announced the appointment of Charles Pettit to the board, the CEO of largest shareholder Apex Partners. Charles was founder and CEO of Torre Industries and Stellar Capital, both of which aren’t listed anymore.
  • AfroCentric (JSE: ACT) has announced a number of executive management changes now that the Sanlam (JSE: SLM) acquisition of a controlling stake has been concluded. This includes Gerald van Wyk as CEO Designate, due to take the reins from 1 November when current CEO Ahmed Banderker’s five-year term ends.
  • In the naughty corner for late submission of financial statements, we find Acsion Limited (JSE: ACS), African Dawn Capital (JSE: ADW) and Copper 360 (JSE: CPR).
  • Right at the bottom of the JSE dustbin, we find Afristrat (JSE: ATI) and its quarterly update. This company is so broken that they can’t even find an auditor willing to accept the appointment, as judgment was reserved in a recent liquidation application in the High Court. Aside from numerous other issues, another creditor has also launched a liquidation application.

Ghost Stories #16: Investing For Your Kids with Thembeka Khumalo (Senior Client Experience Manager at Satrix)

As we head into National Savings Month in July, Thembeka Khumalo of Satrix joined The Finance Ghost to talk about an incredibly important element of personal finance: investing for minor children.

Minor children tend to have major expenses, making it difficult for parents to strike a balance between monthly expenses and the need to save.

Thembeka has three-year-old twins and the Ghost also has a three-year-old, so this podcast comes from the heart.

Topics included:

  • The importance of diligent investing on behalf of your children
  • Why the power of compounding could be the best gift you ever give your children
  • The concept of risk and how starting earlier helps in mitigating this issue
  • The use of tax-free savings accounts as an investment vehicle for minors and the pros and cons thereof
  • The SatrixNOW platform as a tool for parents to save for their kids (and themselves!)

To find out more about SatrixNOW, visit this link>>>

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.

For more from the Satrix – Ghost Mail partnership, visit this link to find various podcasts and articles.

Ghost Bites (Heriot REIT | Hudaco | Implats – RBP | MC Mining | Nampak | Nictus | PBT Group | Primeserv | RMB Holdings | SA Corporate Real Estate)



Heriot REIT is keeping it in the family (JSE: HET)

Heriot is selling assets to its controlling shareholder and using the proceeds to reduce debt

The first transaction saw Heriot REIT sell R8.8 million worth of shares in listed property group Safari Investments to Heriot Investments (the controlling shareholder of Heriot REIT). This was executed on 30 June.

The second transaction is the disposal of Hagley (owner of a property in the Western Cape) for R40.3 million, also to Heriot Investments. This property carries development risk and so the listed company is moving that risk to its controlling shareholder. Importantly, the listed group has the option to acquire Hagley’s equity at a price equal to the current selling price plus additional development costs, less liabilities. This means that if Heriot REIT and its shareholders really want that property back, it will be possible for a period of time.

The proceeds of both disposals will be used to reduce debt at Heriot REIT.


Hudaco suffers margin contraction (JSE: HDC)

Not every industrials group can enjoy positive operating leverage in this environment

For the six months ended May, Hudaco increased turnover by 12% and operating profit by only 3%. HEPS was up by 8% and so was the interim dividend.

Nobody is going to cry into their soup over 8% growth in the dividend, but it’s a pity that operating margin contracted from 12% to 10.9%. Also keep an eye on the balance sheet, where borrowings rose by around 27% in response to working capital pressure and greater investment in inventories.

In the consumer-related products segment (which has twelve different businesses contributing 53% of group sales and 59% of operating profit), sales were up 13.2% and operating profit fell by 2.8%. This segment faced the worst of the margin pressure, with operating margin of 13.1%.

The engineering consumables segment (47% of sales and 41% of operating profit) grew sales by 11.8% and operating profit by 4.3%. Operating margin was 10.1%.

The major acquisition currently underway is the Brigit group of companies, operating in the fire safety space. The initial payment is R143 million and the maximum price is R315 million based on a two-year earn-out structure. They’ve paid a meaty multiple for this business, but the earn-out does give some protection.

Hudaco is also very critical of government in the prospects section, although it sounds like sensible people wrote the announcement rather than the wild tirade at Argent Industrial. Unlike Argent, Hudaco is still investing in the South African economy.


Implats: finally, the love for RB Plats is unconditional (JSE: IMP | JSE: RBP)

This love story had more twists and turns than a Shakespearean classic

After a tale of courtship and no shortage of bitterness in the rivalry with Northam Platinum, we have finally reached an outcome where the Impala Platinum offer to Royal Bafokeng Platinum shareholders has met all required conditions.

I think we are all pretty happy to see the end of SENS announcements extending the long stop date. Long, indeed.

The last date to trade the Royal Bafokeng Platinum shares in order to participate in the offer is 18 July.


MC Mining has good news for shareholders (JSE: MCZ)

The Life of Mine and coal reserve estimates for Makhado have improved

In junior mining, it’s all about projections for a specific mine and how successfully funding can be raised. The happy news for shareholders of MC Mining is that key estimates have been revised upwards.

At the Makhado Project, mine life is up 27% vs. previous estimates and the annual mine production rate is estimated to be 25% higher, which would help bring the mine down the cost curve (i.e. make it more efficient and more profitable). However, the time to first production has increased from 12 months to 18 months, with the payback period (3.5 years from date of construction) unchanged because of the improved characteristics of the site.

The project is believed to offer a post-tax return of 37%.

MC Mining owns 67.3% of the Makhado Project.


Nampak is one step closer to a rights offer (JSE: NPK)

A 250-for-1 share consolidation is seen as an important first step

It tells you something about the future pricing of the rights offer that Nampak is worried about a share price of 75 cents per share and what that might mean for the offer. To create more room for the pricing to play out, a 250-for-1 share consolidation has been almost unanimously approved by shareholders.

This literally means that every 250 shares in issue will become 1 share. In other words, the price should end up roughly 250 times higher because the number of shares in issue will change. The market cap (price multiplied by shares in issue) theoretically isn’t affected.


Nictus is a good reminder of furniture retail economics (JSE: NCS)

Only the insurance segment was profitable this year

Nictus is surely the smallest listed company that is a genuine operating entity that makes an effort to report decently to shareholders. Despite a market cap of R30 million, this little group conducts itself properly.

In the year ended March, revenue only increased by 4.1% but HEPS was up by 66%. The dividend increased by a similar percentage to 5 cents per share.

Looking at the segments, furniture retail made a loss of R0.9 million off revenue of R37 million. The insurance segment did far better, with profit of R5.2 million off revenue of just R9.8 million.

The shares don’t trade very often, with the last trade at 55 cents and a bid-offer spread wide enough to fit an entire furniture store into it.


PBT Group is coming under margin pressure (JSE: PBG)

In a consulting business, margins are very important to watch

When you are selling time, there are only two ways to increase margin: charge more per hour or improve the utilisation rate of staff. And of course, that has to happen without the added value being paid to staff to retain them.

It’s not easy. Globally, businesses like Accenture manage to get it right. PBT Group has done exceptionally well over the past few years, but the results for the year ended March 2023 show that these pressures eventually come through the system.

Organic revenue growth of 11.8% is very strong after an excellent FY22, but EBITDA only grew by 2.5%. HEPS actually fell by 6.3%, or 0.9% on a normalised basis.

In South Africa, revenue was up 13.5% and EBITDA was 8.3% higher, with margin pressure attributed to cancellation of two large-scale projects and general cost pressures. The successful redeployment of staff does say something for the resilience and adaptability of the business model.

The European and UK business is only 3% of group revenue. It delivered 15.3% revenue growth and EBITDA growth of only 1.3%, with sales team incentives paid for the first time in this financial year. The goal here is to sell services in euros and pounds while providing that service with a rand cost base. It’s not hard to see why that is lucrative.

Australia is a problem, as is so often the case for South African companies. Revenue fell by 15.3% and EBITDA swung horribly from positive R5.3 million to negative R3.3 million. This is small in the context of group EBITDA of R142 million, but it’s big enough to have ruined the group year-on-year growth rate.

Overall, this environment is going to be tougher for PBT than over the past couple of years. Clients are pushing back against pricing increases and staff are demanding increasingly higher remuneration packages, so margins get squeezed in the middle.

The company has declared a gross dividend of 16.50 cents and a capital reduction distribution of 16.50 cents.

You can engage directly with the management team by registering for the next Unlock the Stock event on 13 July. Find the link here>>>


Primeserv achieves solid dividend growth (JSE: PMV)

Modest revenue growth of just 4% wasn’t the star of this show

Although Primeserv could only grow its revenue by 4% for the year ended March, there were significant non-recurring costs in the base year and this meant a 27% increase in operating profit. HEPS increased by 28% to 23.42 cents, so the current share price of R1.30 is a Price/Earnings multiple of 5.6x.

The dividend increased by 20%. It helps that the group is ungeared, as debt in this environment is where dividends go to die. Instead, shareholders get to enjoy the spoils here.


RMB Holdings: updating its “orderly monetisation” (JSE: RMH)

Following the disposal of Atterbury Europe, the biggest component of value is Atterbury

RMB Holdings has nothing to do with investments in FirstRand or RMB anymore. All that is left in this legacy structure is property assets, which will be wound down on an orderly basis. In other words, shareholders should at some point be repaid all the value in the company. These things are easier said than done.

The disposal of Atterbury Europe to Brightbridge Real Estate was concluded in September 2022. There was also a large special dividend in October, with these events being the main reason why the net asset value (NAV) per share has fallen by 64% to 100.3 cents.

The current share price is 49 cents, so there is a sizable discount to NAV.

The relationship with Atterbury is a little awkward at the moment. There is a facility in place with RMB (the bank – which RMB Holdings no longer has a stake in) and if Atterbury feels that it doesn’t have sufficient cash resources to repay the debt, it can elect to issue ordinary shares instead. This would presumably dilute the RMB Holdings stake. Atterbury wants to take that route and RMB Holdings wants to avoid it, with the parties going through arbitration.

The other legal distraction is a s164 dissenting shareholder fight, with a group of shareholders with 1.3% of the company’s share capital demanding to be paid out at fair value. The use of s164 remains contentious in South Africa, with several examples of what can best be described as an opportunistic use of the legislation to unlock profits.

Finally, RMH is going to change its year-end to September. Atterbury’s year-end in June and this allows RMH to use the Atterbury year-end financials in the preparation of its own results.


SA Corporate Real Estate expects earnings to fall (JSE: SAC)

A pre-close update suggests a 12% to 14% drop vs. H1 of last year

In a pre-close update for the interim 2023 period, SA Corporate Real Estate flagged modest growth across most of the portfolio and a nasty further drop in the office portfolio.

In the retail portfolio, vacancies are down but so is the retention rate. Reversions have gone negative again, reflecting pressure in this sector. The group expects a return to positive reversions by the end of the year.

The industrial portfolio is small but working well, with steady occupancy and positive reversions.

The same certainly can’t be said for the office portfolio, where vacancy rates are up and reversions are still negative at -3.7%. The only good news is that the reversion is far less negative than it was in the prior financial year.

In the residential portfolio, the group is managing to put through 3% increases on rentals.

In Zambia, vacancies have dropped and reversions are positive 3%.

The loan-to-value ratio is around 37%, down from 38.1% at the end of 2022.

Strategically, the group is in the process of trying to acquire all the shares in Indluplace, which would create a much larger residential property platform overall.


Little Bites

  • Director dealings:
  • Altron (JSE: AEL) has finalised the disposal of the ATM Hardware and Support business in Altron Managed Solutions to NCR. The purchaser needed to finalise a VAT registration with SARS as the final step in the transaction.
  • In case you wondered what happened to Conduit Capital (JSE: CND), the group is still dealing with the liquidation of Constantia Insurance Company Limited. As this represents 94.4% of group revenue, this has clearly made it difficult to audit the group financials. Nonetheless, they are expected to be released during August 2023. As part of this, the group is changing its accounting policy to apply investment entity rules.
  • Salungano Group (JSE: SLG) has added its name to the list of companies that can’t release results within three months of period end. Results for the year ended March will only be released by the end of July due to delays in finalisation of the audit, specifically relating to funding refinancing agreements.
  • You can also add Acsion Limited (JSE: ACS) to that list of companies that can’t cope properly with being listed, with results due on 7 July. The year ended was February, so this is quite late now. No reason is given for the delay.
  • The underwriters for the Choppies (JSE: CHP) rights offer have taken up a big chunk of shares, as only 51.36% of the total shares to be issued were subscribed for by existing Choppies shareholders. This includes excess applications. Ivygrove subscribed for 37.65% of the offer and Export Marketing for 11%.
  • The unbundling of AYO Technology (JSE: AYO) by African Equity Empowerment Investments (JSE: AEE) has been approved by the AEEI shareholders. Separately, AYO renewed its cautionary announcement related to engagement with the JSE regarding implementation of the settlement agreement with the PIC.
  • Encha Properties has made it through almost 4 million of the intended sale of 5.5 million to 6 million Vukile Property (JSE: VKE) shares as part of a loan arrangement with Investec bank.
  • In a rather offensive abuse of my brand colour, I found out on Friday that Steinhoff (JSE: SNH) referred to the WHOA Restructuring Plan as Project Purple. Not all purple things are good for you, I’ll tell you that much.

Ghost Wrap #31 (AECI | Argent Industrial | Hudaco | PBT Group | Invicta | Hyprop | Advanced Health | Naspers + Prosus)

Welcome to Ghost Wrap. It’s fast. It’s fun. It’s informative.

In this week’s episode of Ghost Wrap, we cover these important stories on the local market:

  • AECI is all about good chemistry, but the German business truly is the wurst.
  • Argent Industrial has officially reached gatvol status, with scathing commentary of government in the latest results and a strategy focused on offshore growth.
  • Hudaco has taken a more mature response in its criticism of government, with ongoing investment in South Africa.
  • PBT Group shows that margin pressure isn’t just found in the industrial sector, with the “sale of time” proving to be more difficult in this environment.
  • Invicta has a significant disparity between HEPS growth and dividend growth, warranting a closer look at the income statement.
  • Hyprop owns some of the best malls in the country and is doing a great job of recouping load shedding costs, with exposure to Central and Eastern Europe as a strong bonus.
  • Advanced Health is headed for the exit, with the controlling family looking to take the company private via a scheme of arrangement that has delivered a lovely return for those who recently invested.
  • Naspers and Prosus are masters at the art of distraction, papering over poor results by giving shareholders good news about the cross-holding structure.

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.

Listen to the podcast below:

Ghost Bites (AECI | Argent Industrial | Crookes Brothers | Kibo Energy | MAS | Remgro | Safari Investments)



AECI achieved a juicy jump in operating profitability (JSE: AFE)

A pre-close update looks good for shareholders

In a pre-close update covering the five months to May, AECI flagged a 22% increase in revenue and a 25% increase in EBIT. The improvement in profitability and margins is particularly impressive when you consider that AECI Schirm Germany posted a R154 million loss, significantly worse than the loss of R57 million in the prior year.

Working capital levels are higher, which is a function of higher sales volumes and related pressure on debtors and inventory requirements. Net gearing increased from 45% at 31 December 2022 to 50%, with net debt to EBITDA of 1.7x (well within the loan covenant threshold of 2.5x).

The group is focusing on reducing debt and refinancing long-term debt, which makes sense in this environment.

Looking at segmental performance, AECI Mining grew revenue by 35% and EBIT by 45%. AECI Water grew revenue by 15% and EBIT by over 100%. In AECI Agri Health, the results excluding Germany showed revenue up by 10% and EBIT by 24%. With Germany included, the segment made a loss despite revenue being 15% higher.

Importantly, the R154 million loss in Germany included R89 million in retrenchment costs.

AECI Chemicals is the largest segment and didn’t have a good year, with flat revenue and EBIT down by 39%. The EBIT margin of 5% is not what investors want to see.

The company also noted that the B-BBEE employee share scheme was a failure, wound up with no value at the maturity date. Participants received dividends during the period and an ex gratia payment from the company to help keep the peace. A new scheme is being considered.

Interim results will be released on or about 26 July.


Argent signs off on an excellent year (JSE: ART)

Excellent offshore, at least – the local businesses didn’t do quite so well

If you remember nothing else from 2023, at least remember that industrial groups did a much better job of withstanding inflationary conditions than retailers. Higher prices drive better returns on assets, with many industrial groups sitting with fully depreciated assets that can still churn out products.

At Argent Industrial, the year ended March 2023 saw revenue increased by just 1.1%. That sounds very sad, until you see EBITDA up by 12.8% and profit up by 23%. Diluted HEPS increased by 22.5%.

The total FY23 dividend of 95 cents is significantly higher than 42 cents in the prior year. This was greatly assisted by a jump in cash from operating activities from R113 million to R163.5 million.

The overall story here is that the overseas operations had a very strong year, including offshore businesses and South African subsidiaries expanding into global markets. Predictably I suppose, one of the wins has been the export of security doors and related products!

However, Argent Industrial easily wins the award for the single most outrageous comment I’ve ever seen in listed company results:

I promise you, that is a screenshot from the actual report. One might argue that “Fun” is an autocorrect for something else that starts with an F.

They go on to talk about how international expansion is an ongoing priority. As this table shows, they are still heavily dependent on the “perfect Fun Show” of South Africa:


Crookes Brothers releases awful results (JSE: CKS)

The ridiculous bid-offer spread means that the share price isn’t reflecting them – yet

Crookes Brothers as a bid-offer spread that you could park an entire farming operating in. The bid is R7.50 and the offer R32.00. Sadly, based on the current results, I can understand why there aren’t any bidders at a decent price.

In the year ended March 2023, revenue increased by 7%. That’s literally the only good news. Operating loss after biological assets was a huge deterioration from R42.7 million profit last year to a R149 million loss this year.

Headline earnings swung from a R35 million profit to a R108 million loss.

And in case you think these are all impairment and depreciation losses, cash generated from operating activities fell from positive R14.5 million to an outflow of R46 million.

The net asset value (NAV) is just over R66, which means that even the R32 price (at which there are absolutely no bidders) is a big discount to NAV.


Kibo Energy releases full year results (JSE: KBO)

Firmly in build phase, the company’s losses are at least lower

For the year ended December 2022, Kibo Energy posted just over £1 million in revenues and made an operating loss of £10.6 million. Around £7 million of that loss is attributable to impairments on coal to power projects.

Still, group net debt has increased from £404k to over £5 million.

There’s been a lot of activity around renewable energy contracts for the company, but these don’t mean much until they convert into profits.


MAS benefits from Eastern European retail conditions (JSE: MSP)

Although interest rates are rising, real GDP growth is driving consumer spending

If you own retail malls, you ideally want them to be in a fast-growing economy where consumers have money in their pockets that they are willing to spend. This is the case in Central and Eastern Europe (CEE) at the moment, which is why MAS has reported strong growth in footfall and trading density.

In the five months to May, footfall was 11% above the same period in 2019. Tenant turnover per square metre was 29% ahead of pre-pandemic levels, with inflation obviously playing a big role here.

Occupancy cost ratios were stable at 10.7%, as the property owners have been able to push through inflationary pressures due to indexation clauses in leases.

The group is currently disposing of properties in Germany and the UK.

It’s not all good news, with the company reworking its forecasts out to 2026 and being more conservative about the likelihood of achieving an investment grade credit rating and enjoying the associated benefits. For this reason, the dividend payout ratio may need to be reduced. More information will be given when full-year results are announced.

As frustrating as that may be, I applaud the management team for the transparency and clear planning ahead.

Diluted adjusted distributable earnings per share guidance for the year to June 2023 is between 8.85 and 9.34 euro cents per share. 4.36 cents of this was already earned in the six months to December 2022.


Remgro voluntarily announced the Mediclinic results (JSE: REM)

The delisting date was very close to when full year numbers would’ve been released anyway

Kudos to Remgro for keeping the market well informed on the Mediclinic performance here, as the easy thing to do would’ve been to never release these full year results.

As reported, revenue increased by 12% and operating profit fell by a whopping 72%. But on an adjusted basis, revenue was the same as on the reported basis and operating profit increased by 8%. To make it more confusing, HEPS was up by 75%.

The biggest difference between HEPS and EPS is usually impairments, which is the case here as well. This is also the reason why adjusted operating profit is so different to operating profit as reported. The group recognised £228 million worth of impairments in Switzerland, based on weaker performance and higher discount rates. There were some other impairments as well.

Average revenue per case fell in this period and tariff increases were below inflation, demonstrating once more that hospitals aren’t the most lucrative businesses around. Even on an adjusted basis, the drop in EBITDA margin from 16.1% to 15.8% reflects higher employee costs due to general nurse shortages in Switzerland and other factors.

Cash conversion was strong, which is why the leverage ratio decreased from 3.9x to 3.6x despite an increase in capital expenditure from £178 million to £203 million.

Hospitals aren’t high on my list of businesses to own, as they tend to produce a return on capital that is far from inspiring. In an environment where investors demand higher returns because of the cost of capital, it’s not surprising to see the impairments here.


Safari Investments improves on almost every metric (JSE: SAR)

Mostly good news for shareholders in the latest results

For the year ended March 2023, Safari Investments grew property revenue by 7%. Although the cost to income ratio increased from 35% to 39%, the group still managed to grow HEPS by 7.8%.

A positive reversion rate of +3.6% is helpful, although occupancy did drop from 98.1% to 96.75%.

Net asset value per share increased by 7% to 915 cents. The loan-to-value ratio improved from 37% to 35%.

In property funds, investors tend to pay the most attention to the distribution per share. This was 14% higher at 65 cents per share.

As the bulk of this portfolio is in the retail sector, this is another example of solid performance from shopping centres.


Little Bites:

  • Director dealings:
    • An associate of ex-Investec CEO Stephen Koseff has disposed of shares in the company worth £334k (JSE: INL).
    • An executive director of Cognition Holdings (JSE: CGN) has retired and sold R1.4 million worth of shares in an off-market trade.
    • The chairman of Sibanye-Stillwater (JSE: SSW) has bought shares worth R744k.
    • Associates of two directors of Ascendis Health (JSE: ASC) collectively acquired R236k worth of shares.
  • Life Healthcare (JSE: LHC) has renewed the cautionary announcement related to the potential disposal of the Alliance Medical Group.
  • In an ironic turn of events considering its name, Accelerate Property Fund (JSE: APF) announced a delay in the reporting of financial results for the year ended March 2023. They will not be announced by the deadline of 30 June and no date has been given yet. The company merely references a delay in finalisation of the audit and annual financial statements.
  • Speaking of delays, Sebata Holdings (JSE: SEB) is also running late due to valuations for current B-BBEE deals. The results will be released on or about 14 July 2023.
  • The big day has finally come for Impala Platinum (JSE: IMP) and Royal Bafokeng Platinum (JSE: RBP), with the Takeover Regulation Panel issuing the all-important compliance certificate for the transaction. The only remaining condition is JSE approval for listing the shares that Implats wants to offer to Royal Bafokeng shareholders, but that is literally a formality. With ongoing efforts to acquire shares, Implats now holds 56.41% in Royal Bafokeng.
  • Sappi (JSE: SAP) has announced that Global Credit Ratings has upgraded its long-term debt from AA+(ZA) to AAA(ZA), with a stable outlook. The short-term rating of A1+(ZA) has been affirmed.

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

Exchange-Listed Companies

Eenhede Konsultante, the majority shareholder (57.64%) in Advanced Health has made a firm intention to make an offer to acquire all the issued shares of the company other than those held by the VC Family Trust, the Carl Grillenberger Family Trust and Pres Medical Witbank, for an offer consideration of 80 cents per Advanced Health share. Prior to the announcement, the shares were trading at 40 cents per share, 50% of the offer price. Since listing in 2014, the company has struggled to attract significant institutional interest and as a result management says it difficult to justify the costs associated with being listed on the JSE.

Pick n Pay Stores has announced an acquisition to enhance the Group’s fresh meat offering to customers. The R340 million acquisition of Tomis group of companies includes a state-of-the-art abattoir and meat processing and packaging business, situated near Wellington, which supplies lamb, beef and other quality fresh meat products to wholesalers and retailers. The purchase consideration will be split with an upfront cash consideration of R323 million payable and the remaining R17 million on the third anniversary of the deal.

Castleview Property Fund has, through its wholly-owned subsidiary Interurban Willowbridge (RF), signed an agreement with Mirlem IP to dispose of the Makhaza Shopping Centre. The centre, situated in Khayelitsha will be sold for a cash consideration of R140 million. The deal is a related party transaction as the beneficial owners of Mirlem also form part of the beneficial ownership of I Group Investments, a material shareholder in Castleview.

In a cost cutting exercise, Cognition, a subsidiary of Caxton and CTP Publishers and Printers, is to dispose of its Ferndale property known as Cognition House to Luma for R11,87 million. The company’s infrastructure is hosted within the Caxton facilities and as a result current Johannesburg employees will be accommodated in the Caxton building.

Unlisted Companies

Rainbow Rare Earths, an LSE-listed mining company focused on producing the separated rare earth oxides required to drive the green energy transition, is to acquire an 85% stake in the joint venture that holds the rights to Phalaborwa rare earth project in Limpopo. This updates the original co-development agreement which envisaged Rainbow earning a 70% interest. Rainbow will pay Bosveld US$5 million in cash. Under the agreement, Rainbow has been granted a call option to acquire the remaining 15% of the joint venture held by Bosveld in return for US$17 million of equity in the company.

Huaxin Cement, a Chinese, Hong Kong-listed company, is to acquire the Africa-based business of InterCement in a deal which includes the assets in Mozambique and South Africa. The transaction value is estimated at US$231,6 million based on an enterprise value of $265 million.

Blue Sky Publications has acquired website SAPeople, a site for South Africans abroad looking for local news, advice and content.

DealMakers is SA’s M&A publication.
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