Thursday, November 21, 2024

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

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Exchange-Listed Companies

A2X-listed Neo Energy Metals’ subsidiary Neo Uranium Resources Beisa Mine (NURB) has signed an agreement to acquire the Beisa North and Beisa South uranium and gold projects from Sunshine Mineral Reserve. The Beisa projects, which lie in the Witwatersrand Basin, comprise resources of 90.24 million pounds of triuranium octoxide and 4.17 million ounces of gold. The company will pay Sunshine a cash exclusivity fee of R2,5 million and issue 20 million shares (R3,5m) and a further cash and share payment of R175 million and 68 million shares (R200 million) on settlement of the acquisitions provided its shareholding in the company does not exceed 29.9%. The shares will be subject to a voluntary lock-up agreement of 12 months. In addition, the company will grant Sunshine a royalty on uranium produced.

Transaction Capital subsidiaries Nutun Business Services and Generow Investments have disposed of Nutun Transact, Accys and Nutun Credit Health to Q Link, a financial services and fintech company specialising in advanced payment and collection solutions. The businesses, identified as non-core were disposed of for R403,6 million, R1.00 and R6,4 million respectively. The proceeds will be utilised to strengthen Nutun’s balance sheet and liquidity.

The announcement by Attacq and Hyprop Investments that they have disposed of their West African real estate to Mauritius-based Lango Real Estate, will be accompanied by a degree of relief. Attacq and Hyprop have been eager to exit these investments for some time. In November 2020, they announced the disposal of the Ikeja Mall in Lagos, Nigeria to Actis. Attacq was to receive U$15 million for its 25% stake and Hyprop $45 million for a 75% interest. The longstop date was extended several times over the following two years due to the US$ liquidity shortage in Nigeria, finally terminating due to conditions not fulfilled by the final longstop date. This week’s announcement will see Lango, 20% owned by Growthpoint, acquire the Ikeja Mall and the joint venture vehicle AttAfrica, which owns the Ghanaian properties. For the Ikeja Mall, Lango will pay Attacq and Hyprop a diluted $7,9 million and $24 million respectively – and not in cash but in Lango shares. Shares to the value of $7,3 million and $19,97 million will be issued to Attacq and Hyprop respectively for the AttAfrica disposal. On implementation, Attacq will own c. 4.3% of Lango’s issued share capital, of which Attacq points out, it is not a long-term holder.

Gold Fields plans to consolidate its 50% interest in the Windfall Project in Canada, which it jointly owns with Osisko Mining, by acquiring all the issued shares in the Canadian miner. Gold Fields will offer C$4.90 per share in cash, representing a transaction consideration of C$2,6 billion on a fully diluted basis. The offer price represents a premium of 55% to the 20-day VWAP price on the TSX. Full ownership of Windfall will enable Gold Fields to streamline decision-making and increase flexibility with respect to the Project’s development and subsequent operation. The transaction will, according to the company, extinguish its existing obligations of C$300 million in deferred cash payment and C$75 million exploration obligation which were part of the 2023 joint venture transaction with Osisko.

Emira Property Fund, a 59.3%-owned subsidiary of Castleview Property Fund, has acquired a 25% stake in DL Invest, a Luxembourg-headquartered property company which develops and holds logistics centres, mixed use/office centres and retail parks across Poland. Emira will pay €55,5 million for the 25% stake which will take the form of B shares and loan notes in the company. Emira has the option to acquire a further 20% stake before 31 January 2025 for a further €44,9 million. The initial investment’s horizon is five years. During this time, Emira will not be entitled to dispose of its investment without complying with various standard pre-emptive rights set out in the agreement.

Following the announcements by Mantengu Mining over the past few weeks of the termination of the deal between it and BCM and the placement of BCM into Business Rescue, the company has this week announced that its subsidiary Meerust Chrome has struck a deal with New Venture Mining Investment Holdings (NVMHI). Meerust has acquired the mining right for a cash consideration of R7 million and has entered into a R10,3 million contractorship agreement with NVMIH to mine and process chrome ore until the successful transfer of the mining right.

To allow for further discussions with NewRiver REIT and Praxis in relation to potential offers to acquire the entire issued share capital of Capital & Regional, the C&R Board has requested, and the UK Panel on Takeovers & Mergers has consented, to extend the deadline by which time both potential bidders are required to either announce a firm intention to make an offer or announce that they do not intend to make an offer for the company. The new deadline is 12 September 2024.

In early July, Brikor’s board of directors announced it was considering proposing a scheme of arrangement in terms of which the shares of the remaining shareholders (excluding Nikkel Trading 392) would be repurchased and the company delisted from the JSE. In an update this week, the company said it was in the process of terminating the Brikor Share Incentive Scheme Trust which was causing a delay in obtaining bank funding for the bank guarantee needed for the offer to shareholders. The company has resolved not to proceed at this time with the proposed scheme of arrangement stating that if circumstances were to change, shareholders would be notified.

Unlisted Companies

Open Access Energy, a Cape Town-based startup providing innovative software solutions designed to optimise energy transactions, has secured US$750,000 (R13,5 million) in funding from Factor E Ventures, marking the first tranche of a $1,5 million seed round. The investment will be used to scale operations and refine its software.

Global provider of manufacturing and distribution software SYSPRO, has sold a majority ownership stake in the business to Advent International, a US private equity investor. SYSPRO which provides customers with critical software to manage and run their businesses more efficiently will use the funds to strengthen its position in the global market.

Impact Oil and Gas, a UK-based privately owned, Africa-focused exploration company, has acquired the remaining 10% stake in Area 2, offshore South Africa from Silver Wave Energy Pte. In 2020, Impact acquired from Silver Wave Energy a 90% interest in Area 2 which sits outboard of Impact’s Transkei & Algoa blocks, off the east coast of South Africa. It lies within the emerging SA and Namibia super-basin which stretches from northern most Namibia to the Durban basin. Financial details were undisclosed.

KWV has received Competition Commission approval for the acquisition, without conditions, of The Red Heart rum brand and related assets from Pernod Ricard South Africa.

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

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