Exchange-Listed Companies
Assura plc, the UK healthcare REIT with an inward listing on the JSE, has received an improved offer from Primary Health Properties (PHP) for an all-share combination implying an initial value of 46.2 pence for each Assura share, inclusive of the Assura dividend of 0.84 pence per share due to be paid on 9 April 2025. Under the terms of the combination, shareholders would receive for each Assura share held, 0.3838 new PHP share and 9.08 pence in cash. Based on the PHP closing share price of 94.35 pence on April 2, 2025, the 9.08 pence cash consideration would represent 20% of the total consideration. The offer values Assura at c.£1,5 billion – a 22.2% premium to the 3-month volume weighted average of the Assura share as of 13 February 2025, the day prior to the commencement of Assura’s offer period. Should the offer be accepted, Assura shareholders will hold c.48% of the combined group’s issued share capital. The cash consideration by PHP will be fully financed through new third-party debt. The Assura Board is reviewing the PHP proposal and will make an announcement as appropriate.
Liberty Kenya, in which Liberty holds c.58%, has exited its 60% stake in Heritage Insurance Tanzania, representing a strategic shift by the Kenyan company to strengthen its focus on the Kenyan market.
Accelerate Property Fund is to dispose of its proportionate ownership in the Portside Office Tower in Cape Town. Penalten Investments will acquire the ground floor retail, office floors 9-18, 623 parking spaces and related common areas for an aggregate R580 million payable in cash. The deal is a category 1 transaction and therefore requires shareholder approval. A circular will be distributed in due course.
Jubilee Metals has announced it has secured exclusive rights to the Large Waste Project in Zambia. The deal first announced in Q4 2023 was in the form of a joint venture with International Resource Holding for a purchased consideration of $30 million. Jubilee will now pay a reduced $18 million and has until mid-May 2025 to elect to acquire the assets and settle the c.$11,5 million remaining consideration over a period of 12 months.
enX has divested of its interest in West African International (WAI), a business involved in importing, warehousing and selling and distributing polyolefins, styrenics, rubber and specialised chemicals into the Southern African market. Trichem SA which is ultimately owned by the Houston based-Tricon Group, will acquire a 25% stake with the option to acquire the remaining 75% for a maximum ownership capped at R450 million. The transaction represents an attractive opportunity for enX to divest while operational synergies for WAI with a global player will unlock further value for the company.
AECI through its wholly-owned subsidiary Improchem, is to dispose of its Public Water business to a local majority black-owned special purpose vehicle, with Nsukutech as the controlling shareholder and Junaco (T), a Tanzanian company as the minority shareholder. The disposal, the value of which was not disclosed, is in line with its strategy to divest of non-core assets and to streamline operations.
In line with its strategy to exit the Namibian market, Safari Investments RSA has disposed of Safari Investments Namibia which owns and manages the Platz am Meer Shopping Centre in Swakopmund, Namibia. The disposal is to NSE-listed Oryx Properties for a cash consideration of N$290 million. Safari will re-invest the proceeds in new development opportunities in retail shopping centres in the rural and township areas in SA.
EPE Capital has disposed of 0.81% of the Optasia equity, representing an 11.1% share of its 7.3% economic interest in Optasia. EPE Capital will receive US$7,3 million for the sale of the stake to an existing shareholder.
Cilo Cybin is to approach the JSE for a further extension of the circular distribution date. The proposed acquisition of Cilo Cybin Pharmaceutical awas announced in December 2024. The company wishes to have the audit of its annual financial statements for the year ending March 2025 finalised prior to the distribution of the circular. Give this, the parties have extended the date by which the conditions precedent to the acquisition are required to be fulfilled or waived from 31 March to 20 August 2025.
In November 2024 Novus breached (together with related parties) the 35% shareholding level requiring it to make a mandatory offer to Mustek shareholders in terms of the local takeover rules. Not wanting to delist the company, Novus offered shareholders three options – cash of R13 per Mustek share, a combination of R7 cash plus one Novus share, or no cash and two Novus shares for those shareholders wanting to swap into Novus. The company received irrevocable undertakings from shareholders holding 20.29% of Mustek’s shares that they would reject the mandatory offer. Novus offered a maximum of R335 million in relation to the mandatory offer. The TRP which unconditionally approved the offer in November has now withdrawn its approval, requiring Novus to publish a revised firm intention announcement withing 20 business days – an action Novus intends to appeal against.
In November 2024 London Finance & Investment Group plc announced the sale of its liquid investments and a return to shareholders of an estimated 71 pence in cash for each ordinary share held in early 2025. The company’s listings on the LSE and JSE will cease on 2 May and on 9 May 2025 respectively.
Unlisted Companies
Smollan, a South African retail solutions company with operations across 61 markets, is the latest strategic investor in local delivery management platform Loop. The new investment together with support from long-standing investor Lightstone, will scale Loop’s next phase of growth.
Medu Capital Fund III has completed its exit from Jacana Capital, a holding company of businesses providing insurance broking, employee benefits and risk consulting to commercial and personal clients. Jacana Capital owns 70% of Bay Union Financial Services, 33% of MRA Group, 39% of STP Holdings and 25% of Kapara Insurance Brokers. During Medu Capital investment period, it contributed significantly to the development of a robust platform for insurance brokerages, enhancing governance structures and bolstering the group’s leadership.
The Public Investment Corporation (PIC) representing the Government Employees Pension Fund (GEPF) South Africa, has made an investment of US$40 million into pan-African infrastructure investor and asset manager Africa50. The PIC is the 36th shareholder in Africa50, expanding the investor’s footprint and shareholder base in Southern Africa.
SiyaQhubeka Forests, in partnership with Mondi and SAFCOL, has transferred an increased equity stake to its community empowerment partners SiyaQhubeka Community Trust. The increased stake, from 5.4% to 15.4%, marks a significant milestone in the transformation and inclusive growth of the forestry sector in South Africa.
DealMakers is SA’s quarterly M&A publication.
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