Transactions
Paycorp Investments Proprietary Limited
February 2022
St John Capital, acted as independent expert and performed a limited review of the purchase price received by Actis, for its remaining interest in Paycorp which was sold to PIC Bidco and to opine on whether the purchase price payable for the ordinary shares was appropriate.
As part of our scope of work, St John Capital reviewed the conceptual structuring memorandum dealing with the corporate restructuring steps in the management buy-out transaction to assess the purchase price.
Lenmed Health Proprietary Limited
October 2021
St John Capital performed valuation services and acted as the independent expert as required by the Companies Act, and was required to value Lenmed and prepared a fair and reasonable report to assess the fair value range.
As part of the valuation, St John Capital flexed occupancy, Rand per patient day, accounts receivable days, return on tangible invested capital, and weighed average cost of capital as the critical value drivers in data tables to provide the Lenmed board of directors with the fair value range. St John Capital also calibrated the adjustments for the discount for lack of marketability and minority to assess fair value.
Tracker Technology Holdings Proprietary Limited
July 2021
St John Capital, acted as independent expert and performed a limited review of the purchase price received by Actis, for its remaining interest in Tracker which was sold to TTH Technology and to opine on whether the purchase price payable for the ordinary shares was appropriate.
St John Capital performed a valuation of the shares of Tracker using the market approach (peer analysis of Enterprise Value to EBITDA multiples) and the income approach (projected free cash flows to firm discounted at the weighted average cost of capital) and compared the results of our analysis to the agreed Enterprise Value on which the purchase price was based. St John Capital also calibrated the adjustments for the discount for lack of marketability and minority to assess the purchase price.
Howick Hospital Health Proprietary Limited
June 2021
St John Capital performed valuation services and acted as the independent expert as required by the Companies Act, where Lenmed made an offer to the minority shareholders of Howick Hospital for the remaining shares which it did not already own.
The offer followed the conclusion the Sale Agreement between Mediclinic and Lenmed, whereby Lenmed acquired all of Mediclinics’ shares in and claims against Howick Hospital. The offer was extended to the remaining minority shareholders holding 49.96% of the issue share capital, and was made in compliance with the Takeover Regulations where St John Capital prepared a fair and reasonable report to assess the fair value range for consideration by the independent board.
Actom Holdings Proprietary Limited
May 2021
St John Capital, performed a limited review of the purchase price of 34 percent of the issued share capital and related sale claims in Actom which were sold to Old Mutual Private Equity and opined on whether the purchase price payable was appropriate.
The purchaser was a South African resident company and the sellers were non-resident companies and Actom is a South African resident company. Under these circumstances a review was required under the regulations of the South African Reserve Bank. As part of the review, St John Capital was required to consider Actom’s capital structure, providing a breakdown of its debt, cash, “A” and “B” Equity Loans, “A” and “C” Preference Shares, and ordinary shareholdings, together with loan percentages and the agreed Enterprise Value.
Golden Macadamias Limited
March 2021
St John Capital acted as the independent expert to the shareholders of Golden Macadamias, a macadamia nut processing and marketing company. Golden Macadamias proposed a Scheme of Arrangement to enter into a corporate restructuring to repurchase all of the B-Ordinary Shares held by farmer shareholders in order to simplify the group structure and enable the efficient running of the company.
St John Capital prepared an independent expert report in terms of the Companies Act and Regulation 90 of the Companies Regulations to indicate whether or not the proposed transaction is fair and reasonable to shareholders. St John Capital considered the company’s variable business model where raw dry-in-shell macadamia nut deliveries determine voting and distribution rights of farmer shareholders which included a sensitivity analysis on potential distributions to farmer shareholders to assess the accretive or dilutive impact as a result of the corporate restructuring.
Viking BCT Proprietary Limited
January 2021
St John Capital and BDO Corporate Finance acted as co-advisors to the shareholders of Viking BCT in a corporate restructuring which facilitated the acquisition of a controlled foreign corporation and simplified the group structure.
St John Capital and BDO Corporate Finance prepared the valuation, implemented the corporate restructuring, managed the legal and tax advisors and implemented the legal agreements for the acquisition of the controlled foreign corporation. St John Capital worked with BDO Corporate Finance to implement the corporate restructuring and the cross-border acquisition of the controlled foreign corporation and managing the South African Reserve Bank and corporate tax implications.
Octotel Proprietary Limited
November 2020
St John Capital performed valuation services and acted as the independent expert as required by the Companies Act in the repurchase of Octotel’s own shares to assess the fair value range. St John Capital also performed a limited review of the purchase price paid by Actis for the acquisition of Octotel and RSAWeb as is required by the South African Reserve Bank.
As part of the valuation services, St John Capital flexed the number of passes, take up rates, average revenue per user, installation fees and capital expenditure per pass as the critical value drivers to assess the fair value range.
Firmenich Production Proprietary Limited
February 2020
St John Capital performed valuation services and acted as the independent expert as required by the Companies Act to assess the fair value range in the repurchase of Firmenich’s own ordinary shares to indicate whether or not the transaction was fair and reasonable to shareholders of Firmenich.
St John Capital’s valuation was performed by application of the income approach, using discounted cash flow methodologies applied to forecasts, as the primary methodology. We supplemented this by applying the market approach, which primarily entailed a consideration of Enterprise Value to EBITDA multiples where our valuation outcomes were most sensitive to revenue growth rates, EBITDA margins and we applied appropriate sensitivity analysis on these cash flow drivers.
Afrimat Limited
January 2020
St John Capital acted as the independent expert to the shareholders of Infrasors Holdings, a South African mining resources company, and a subsidiary of Afrimat.
The Board of directors of Infrasors proposed a Scheme of Arrangement, between Infrasors and the minority shareholders, to which Afrimat was a party. In terms of the Scheme, Afrimat acquired all of the Infrasors shares which it did not already own, for a cash consideration of an amount equal to one Afrimat ordinary share or alternatively a swop ratio of one Afrimat ordinary share for every eleven Infrasors shares. St John Capital was required to value 100 percent of both Afrimat and Infrasors and prepare a fair and reasonable report to assess the fair value range of the swop ratio.
Staar Surgical Proprietary Limited
March 2020
St John Capital and BDO Corporate Finance acted as co-advisors to the shareholders to Staar Surgical in a corporate restructuring which facilitated a management-buy-in using preference shares and selected corporate restructuring to achieve its commercial objectives.
St John Capital and BDO Corporate Finance prepared the valuation, implemented the corporate restructuring, managed the legal and tax advisors and implemented the legal agreements for the management-buy-in.
Alviva Holdings Limited
September 2018
St John Capital performed Independent Valuations related to DCT Holdings Ltd, Axiz (Pty) Ltd Non-SA Operations and acted as an Independent Expert to Alviva Holdings Limited as required by the Companies Act in respect of the Specific Repurchase of 6.5 million Alviva treasury shares for R119.3 million.
Cratos Asset Management Proprietary Limited
August 2018
St John Capital acquired a significant minority equity interest in CAM by way of a subscription for shares in May 2015 and advised the Investment Committee, in managing the Cratos BCI Equity Fund (“the Fund”). CAM formed the Fund, being a long only (unleveraged) equity fund, as a platform to manage its clients’ funds and grow their wealth.
Lan Logix Proprietary Limited
May 2018
St John Capital advised Lan Logix in a corporate restructuring and on the implementation of its BBBEE transaction by restructuring the Lan Logix balance sheet, declaration of various dividends, creation and subscription of preference shares as well as the subscription for ordinary shares by the BBBEE party.
Tekkie Town Proprietary Limited
September 2016
St John Capital acted as the Independent Expert, in connection with the Transaction. St John Capital have been requested by the directors of Actis to perform a Limited Review of the purchase price in respect of the disposal of 43 percent of the issued ordinary share capital and sale claims in Tekkie Town, by Actis for an undisclosed purchase price.
LYT Architecture Proprietary Limited
February 2015
St John Capital acts as sole Corporate Advisor to Basil Read Holdings Limited in the disposal of 100% of the issued share capital and sale claims of LYT Architecture (Pty) Ltd for R42m. St John Capital advised Basil Read in the disposal process and designed a structure to achieve fair value and facilitate funding of the purchase consideration for the LYT management team.
Phodiso Holdings Limited
November 2014
St John Capital acts as sole Corporate Advisor to an empowerment consortium of controlling shareholders in Phodiso Holdings Limited, being the ultimate BBBEE holding company of a 4.5% stake in Mediclinic Holdings Limited. St John Capital advised the consortium in a capital raising process to raise R152m for the purpose of acquiring additional shares in Phodiso Holdings Limited and providing liquidity to exiting minority shareholders.
With a nimble approach, we strive to find solutions to complex problems on a cost-effective basis.
We are an experienced corporate advisory and investment management firm that provides well-considered advise to clients on a variety of financial transactions.
