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The weekly roundup of M&A activity by SA companies. 

Released weekly in M&A Pulse and Ghost Mail

23 June 2022

Exchange Listed Companies

Fortress REIT is to collapse the company’s dual share structure into a single ordinary share. Fortress will offer to repurchase all issued Fortress A shares (excluding the 26,86 million shares held as treasury shares) in exchange for Fortress B shares at an exchange ratio of 3.01 Fortress B shares per Fortress A share.

The results of the mandatory offer made by private equity funds Glenrock Lux PE No 1 and Glenrock Lux PE No 2 to Universal Partners shareholders of R18,63 per share, closed with just 809,545 shares tendered representing 1.12% of the company’s shares in issue. Following the closure of the offer, the offerors collectively own a 35.3% stake in Universal Partners.

Capital & Counties Properties (Capco) will, in a reverse takeover, acquire the remaining 74.8% stake in Shaftesbury plc in a deal valued at c.£1,47 billion. In terms of the deal Shaftesbury shareholders will receive 3,356 new Capco shares for each Shaftesbury share held. Shaftesbury shareholders will own 53% of the combined group and Capco shareholders 47%.

Last week the results of the mandatory offer by concert parties Raubex and Pelagic to Bauba Resources minorities secured just 10.59% of the company’s total issued share capital resulting in Raubex holding 61.68% in the company. This week Raubex, who wants to take full control has made a general offer to shareholders at the same price as the mandatory offer or 42 cents per share.

Oando plc has released the outcome of a court ruling following a petition filed in March 2021 at the Federal High Court in Lagos by 14 shareholders holding an aggregate 42,63% stake. The court has ruled in favour of the request by the petitioners that it order the buyout of their entire shareholding by the company.

Unlisted Companies

PAPE Fund 3, a local mid-market private equity fund, has acquired an equity stake in Entersekt, a global leader in device identity and payment authentication.

Avacare Global, a South African integrated holistic provider of healthcare products, services and solutions, is to receive an equity investment of US$28,6 million from the International Finance Corporation (IFC). The funding will be used to expand its manufacturing and distribution of various pharmaceutical (including generic) and healthcare consumable products in Africa.

16 June 2022

Exchange Listed Companies

African Infrastructure Investment Managers (Old Mutual), as part of a consortium which includes Royal Bafokeng Holdings and SUEZ SA, has acquired EnviroServ from Rockwood Private Equity for an undisclosed sum. EnviroServ is the largest private waste management business operating in sub-Saharan Africa.

The results of the mandatory offer to Bauba Resources minorities show the offer was accepted in respect of 79,412,185 shares, constituting 10.59% of the company’s total issued share capital. The R0.42 per share offer was a joint firm intention by Raubex acting in concert with Pelagic.

Texton Property Fund via its 50% held joint venture Inception Reading, has entered into an agreement to dispose of Broad Street Mall in Reading, UK for a headline consideration of £57,5 million (R1,11 billion) in cash.

Afine Investments has acquired Glomor Three, a holding company for two petrol station properties. Glomor is owned equally by Petroland and Terra Optimus who will receive in aggregate 8,54 million Afine shares and R2 million in cash. The properties are in Randfontein and White River and have long leases with Engen and Sasol respectively. 

Belvedere Resources has acquired a majority stake (347,945,097 shares) in Buffalo Coal at $0.001552 per share from exiting private equity fund Resource Capital Fund V. In addition to the $540,000 paid for the stake, Belvedere will also assumed a US$27 million convertible loan with the maturity date of June 2023.

Aveng this week issued a cautionary announcement to shareholders informing them that it was in advanced negotiations to dispose of Trident Steel, a division of Aveng Africa. The disposal is in line with Aveng’s 2018 strategy of disposing assets which are deemed non-core to the company. The proceeds from the transaction will be utilised to settle remaining external debt in South Africa, create further liquidity and strengthen the financial position of Aveng.

Unlisted Companies

UK-headquartered Woven Solutions has scaled its presence in South Africa with the acquisition of a majority stake in SA Commercial, a BPO provider based in Cape Town. 

Kasada, the South African-based investment platform, has announced the acquisition of the Umubano Hotel in Kigali, Rwanda. The hotel will be rebranded and redeveloped into a 100-key Mövenpick hotel.

MFS Africa, a pan-African digital payment company, headquartered in Johannesburg, has raised US$100 million in equity and debt funding in a series-C extension round led by Admaius Capital Partners with participation from Vitruvian Partners and AXA Investment Managers, among others.

9 June 2022

Exchange Listed Companies

In May, a consortium comprising Remgro and MSC Mediterranean Shipping Company proposed to the Board of Mediclinic International a possible cash offer to acquire the Mediclinic shares not already held by Remgro at a price of 463 pence (R88,43) per share. The proposal was rejected by the Board of Directors as it believed that the offer significantly undervalued Mediclinic and its future prospects. Remgro, which currently holds a 44.6% stake in Mediclinic, released an announcement this week following press speculation saying that following the rejection of the proposal the Consortium was considering its position and may make a further offer but reserved the right to do so at a lower value or on less favourable terms.

AfroCentric Investment subsidiary, AfroCentric Health, has acquired the remaining 49% stake in AfroCentric Distribution Services from WAD. The decision to bring the specialised marketing and sales company in-house stems from the critical role it performs in the Group’s growth strategy for medical schemes and the new generation products. The stake will be acquired for an aggregate purchase consideration of R75 million.

Heriot Properties, a wholly owned subsidiary of Heriot REIT, together with concert parties Heriot Investments and Reya Gola Investments, have made a general offer to Safari Investment RSA shareholders to acquire Safari shares. Together the concert parties hold 33.1% stake in Safari and are offering shareholders R5.60 per share. The Takeover Regulation Panel has confirmed that should acceptance exceed the 35% threshold, as a result of the general offer, the parties are not required to make a mandatory offer to Safari shareholders.

Santam has acquired the remaining 49% stake in JaSure, an app-based insurance provider for an undisclosed sum. JaSure has a younger market reach which Santam intends to leverage with its efficiencies and wider distribution capability.

The announcement in April by ROX Equity Partners of its intention to acquire all the issued shares in Silverbridge at R2,00 per share, has been amended to waiver certain of the offer conditions following the release of the independent expert report which concluded that the offer was unfair but reasonable. Delisting of the company will not be pursued and following the implementation of the general offer, the shares will remain listed on the JSE.

The mandatory offer by MCC Contracts and African Phoenix to acquire the remaining 62.23% of the shares in enX at an offer consideration of R5.60 per share closed on June 3, 2022. Only 103,371 enX shares were tendered representing 0.06% of the issued share capital. Following the transaction, the offerors will collectively hold 37.83% of the listed company.

Unlisted Companies

Crossfin Technology, a South African fintech group, has acquired a significant stake in payments and technology company Vantage Africa for an undisclosed sum. Trading as VantagePay, the cloud-based platform provides payment solutions to address the massive latent demand for access to trusted financial services in Africa.

Sonnedix Power, a global independent power producer, has disposed of its South African solar business which owns a 60% interest in the 75MW solar farm known as the Prieska Project in the Northern Cape. Financial details of the disposal to pan-African BTE Renewables were not disclosed.

Franc, a local fintech app, has raised R8 million in a seed extension round led by 4DX Ventures and has announced a B2B offering Franc Business, a low cost and easy way to invest app. The funds will, in part, fund this initiative.

Cape Town venture capital firm HAVAÍC has invested US$400,000 in Nigerian multi-channel retail company ShopEX. The retailer mobilises a combination of traditional and digital channels to market, sell and distribute successful and global brands in Nigeria and other African markets. The capital injection will allow ShopEX to scale its presence into new markets.

MFS Africa, a pan-African digital payment company, headquartered in Johannesburg, has, for an undisclosed sum, acquired US Global Technology Partners (GTP) in a deal which will scale the business to the next growth stage; widening its offering to Africa’s gig economy, the business travel market and millions of individuals through card credentials linked to mobile money wallets for secure online purchases. In addition, the deal will be used by MFS to leverage off GTP’s presence in the US to expand its activities in North America.

2 June 2022

Exchange Listed Companies

Gold Fields has announced an all share offer to acquire Canada-based miner Yamana Gold. The share-for-share exchange transaction, with an exchange ratio of 0.6 Gold Fields consideration shares for each Yamana share, values Yamana Gold at c. US$6,7 billion (R103 billion). The market reacted sharply to the deal and its dilutive nature, with the share price tanking 23%. It may be worth remembering that in 2016 Sibanye Gold acquired US Stillwater Mining for R30 billion and at the time Sibanye’s market capitalisation was R26 billion – a case of the minnow swallowing the whale. Gold Fields’ market capitalisation on the other hand was R170 billion on the day prior to the announcement of its proposed R103 billion deal. Gold Fields shareholders will own 61% and Yamana shareholders 39%. The combined group will be headquartered in Johannesburg with operations across Canada, Australia, South America, Ghana and South Africa, creating a diversified top-4 gold global major.

Naspers’ venture capital unit Naspers Foundry has invested R40 million in fintech startup LifeCheq. The startup uses artificial intelligence to lower the cost of financial advice previously accessible only to higher-income earners. This marks the fifth fintech investment and its 11th technology-based transaction.

Huge Telecom, a subsidiary of Huge Group, has concluded an agreement to acquire the remaining 49.97% interest in Huge Networks from Otel Communications for a purchase consideration of R15 million. In addition, Huge acquired a 5% stake in Glovent Solutions, a company specialising in innovative system design and development for R3 million.

Kibo Energy is to take a 51% stake in National Broadband Solutions (NBS), following a deal with Hasta Trust. NBS holds a portfolio of long duration energy storage projects with an initial target of c.36,320 MWh capacity. In exchange for the stake, Kibo will grant NBS access to its strategic capabilities and capacity in respect of long duration storage solutions for specific market sectors covered by NBS’ project portfolio.

Capital & Counties Properties plc is in talks with Shaftesbury plc on a possible all-share merger. Capco has until June 17 to announce a firm intention to make an offer or announce it does not intend to do so as per the regulatory laws governing such actions in the UK.

Libstar announced in February 2021 the sale of a 70% stake in its household and personal care businesses for R174,6 million to PAPE Fund Managers and Kanaka Chemicals following an offer from the acquirers. This week the company advised that although the businesses had delivered improved an operating profit result despite the volatility of the current economic environment the parties had been unable to conclude the definite agreements relating to the transaction.

Unlisted Companies

Wasaa, the Johannesburg-based, black women-owned petrochemicals company has acquired the East London liquid fuel import terminal from BP Southern Africa (bpSA). The deal, the financial details of which were undisclosed, sees Wasaa Terminals take full operational control of the terminal, the movable assets and a 20% stake in the berth to terminal pipeline. bpSA has retained operation of its transport business.

Enko Education, a network of African international schools headquartered in Johannesburg, has closed its US$5,8 million series B round led by Adiwale Partners with participation from the Steyn Capital family office among others. Funds will be used to increase the number of students in the network.

West Wits Mining, which is listed on the ASX, is to increase its ownership in the Witwatersrand Basin Project to 74% with the acquisition of a 7.4% stake from Lilitha Resources, its BEE partner for US$50,000 in cash and 96 million West Wits Mining shares.

South African international calling app startup, Talk360, has secured US$4 million in funding led by HAVAIC with participation from Cape-based 4Di Capital and angel investors. Funds will be used to launch a new pan-African payment platform that will integrate all available payment options across Africa and to expand its international calling operations across the continent.

Local e-commerce platform Shopstar has secured an undisclosed sum in its third-round funding from Launch Africa Ventures, a pan-African fund headquartered in Mauritius. The platform enables local entrepreneurs to build online stores and grow businesses by offering easy to use professional services. The funds will be used to scale its platform.

26 May 2022

Exchange Listed Companies

Etion has disposed of its Original Design Manufacturing company, Etion Create, to Reunert subsidiary Reunert Applied Electronics for an estimated R197 million. Etion Create manufactures customised electronic subsystems and products across a range of sectors including Mining and Industrial; Defence and Aerospace; Internet of Things and Sensors; and Cyber Security.

Capital & Regional plc, the UK convenience shopping centre REIT, has exchanged contracts for the sale of The Mall, Blackburn to the retail arm of Adhan Group of Companies in a cash deal of £40 million. The net proceeds will be used to repay debt secured on the property.

Deneb Investments’ sale of its property in Worcester, Breede Valley, Western Cape to GS Prospects for R43,5 million will not proceed as the transaction was conditional on the purchaser obtaining a loan against the registration of a first mortgage bond over the property. The condition precedent was not fulfilled by the stipulated date.

Tradehold is to implement a disposal which will reduce the complexity of its current corporate structure. The company will dispose of its entire shareholding in Moorgarth Holdings (Luxembourg) which holds all the group’s interests in the UK. The disposal to newly incorporated Moorgarth Holdings for £102,5 million is a related party transaction as certain directors of Tradehold are shareholders in the purchaser.

As part of its strategic initiative to expand on its rental portfolio, Balwin Properties is to repurchase the 75% equity stake in Balwin Rentals from Yieldex Trading 2 for a purchase price of R18 million.

Raubex and Bauba Resources have announced the extension of the closing date of the mandatory offer to shareholders to June 10, 2022. Raubex, acting in concert with Pelagic made an offer to shareholders of R0.42 in February.

Sable Exploration and Mining has updated shareholders on its proposed deal with Magni Investment and Lurco Metals announced in Q4 2021. Due to non-fulfilment of certain conditions precedent, the transaction will not proceed.

Unlisted Companies

Ironweed plc, a UK exploration and development company incorporated in England and Wales is to acquire Ferrochrome Furnaces, located in Rustenburg, out of business rescue for a nominal fee (R980) and the purchase of outstanding debt (R115 million) from the sole creditor. Upon completion, a further R100 million will be paid over 10 years based on a share of profits from the smelter facility capped at 13.5% per annum.

Imvelo Ventures has made a follow-on investment in Acumen Software. The undisclosed Series B funding has been used to expand the services of the My Smart City platform.

Energy giant Électricité de France (EDF) has announced the planned acquisition of a 50% stake in Cassava Technologies business Distributed Power Africa. The partnership will develop hybrid energy solutions for businesses in SA. EDF is already active locally in the low-carbon generation, transmission, distribution and energy efficiency services. Financial details were undisclosed.

Phatisa, the African private equity fund manager, is in the news again this week, this time as part of a consortium of leading development finance institutions to acquire a significant minority stake in South Africa-based citrus and fresh-produce exporter Lona Group. The other parties to the undisclosed investment were British International Investment, Norfund and Finnfund. The funds will be used for expansion capital to drive growth and investment into cutting-edge sustainable food production.

Edtech and entrepreneur education company Genius Group has acquired E-Squared Education Enterprises, an Eastern Cape-based entrepreneur-focused primary and secondary school and vocational college. Financial details were undisclosed.

South African edtech startup FoondaMate has raised US$2 million seed funding in a round led by UK venture capital firm Local Globe. Other participants include Emerge Education, FirstCheck Africa, LoftyInc Capital Management and Future Africa. The startup targets high school students in emerging markets where WhatsApp is used as cheaper to use or free to access. The funds will be used to scale its WhatsApp and Facebook-based learning chatbot across the globe.

19 May 2022

Exchange Listed Companies

Naspers, through its technology fund Naspers Foundry, has invested R40 million in agritech company Nile. The investment is part of an R83 million equity round. The B2B e-commerce platform, which services small and large-scale farmers, provides direct trade of fresh produce between producers and retailers, wholesalers and processors across the SADC region.

Nedbank, via its corporate and investment banking division, has made an equity investment into RapidDeploy, an integrated response platform transforming first responder communications centres into data-centric organisations.

Emira Property Fund has agreed to dispose of its entire 49.9% stake in Enyuka Property to joint venture partner One Property. The stake in the rural and lower LSM retail property joint venture will be sold for an aggregate R637 million, representing a small premium to book value. The proceeds will be temporarily used to reduce Emira’s gearing but will be available for other capital re-investment opportunities.

Shoprite Checkers, the local subsidiary of Shoprite has announced a plan to recognise its employees’ role in the success of the group by providing them with additional compensation over and above their salary and at the same time increasing its B-BBEE shareholding in the local subsidiary to 19.2% from 13,5%. In the announcement, the company states that 97% of local employees are black and 66% are female. The evergreen B-BBEE Employee Benefit Trust will hold 40 million shares in the local subsidiary and employees (in service for at least two years) will receive dividend entitlements but will not own the shares, so the transaction will not have an impact on the shares in issue in the listed holding company. Non-SA employees will also receive equivalent payment to that of its local employees.

Stefanutti Stocks has disposed of a property in Henville, Germiston to Badenoch Investments for R33 million. The disposal is in line with the company’s restructuring plan to put in place an optimal capital structure and access to liquidity.

Texton Property Fund has disposed of Woodmead Commercial Park to Benav Properties in a deal valued at R132,5 million. The proceeds of the sale will be utilised to repay debt and to further invest in its SME strategy.

Sirius Real Estate, the multi-tenanted business park, is to sell Bizspace Business Park in Camberwell, London for £16 million representing a net initial yield of c.2.0%.

Unlisted Companies

TooMuchWifi, a local internet service provider, has raised US$1 million in a pre-Series A round led by BLOC SA with participation from Connectivity Capital, Atreyu Investments and other existing investors. TooMuchWifi serves to bridge the connectivity gap by providing uncapped and affordable fibre-backed Internet to the underserved areas in South Africa. The funds will be used to scale operations in existing areas and expand into new communities.

Phatisa, a sub-Saharan African private equity fund manager, has sold a minority share in Continental Beverage Company, the Côte d’Ivoire bottler, to majority shareholder pan-African investment firm, Teyliom International, for an undisclosed sum.