Mergers Reshape JSE Landscape as Investors Receive Shares & Cash Payouts

Several JSE-listed companies are engaged in major corporate actions that will see investors receiving cash or shares in other listed entities as part of broader mergers, acquisitions, and restructuring initiatives. These corporate actions are reshaping the landscape across multiple sectors, from food and consumer goods to real estate investment trusts and healthcare infrastructure – each with defined share exchange ratios, cash payouts, and strategic rationales driving their execution.

One of the key transactions currently underway involves Premier Group Limited’s proposed acquisition of all issued ordinary shares in RFG Holdings Limited through a scheme of arrangement.

Under the deal: 

• RFG shareholders will receive one Premier share for every seven RFG shares held. 

Once completed, RFG shareholders will own approximately 22.5% of the merged entity, and RFG will be delisted from the JSE. The combination will create a consumer goods powerhouse with estimated annual revenue of R27.9 billion, integrating Premier’s strong bakery and grocery brands with RFG’s leading position in fresh and long-life meal solutions.

“As a leading producer of convenience meal solutions with strong market positions across key fresh and long-life categories, RFG represents a complementary addition to the Premier portfolio. Its diversified and well-balanced offerings align strategically with Premier's existing product base and broaden Premier's category reach and market presence. Furthermore, while the two businesses share common customers and sales channels, there is no overlap of operations between RFG and Premier in terms of the products they produce and the categories they currently operate in.” 

In the real estate investment sector, Safari Investments RSA Limited is set to become a wholly owned subsidiary of Heriot REIT Limited after Safari’s board announced a firm intention transaction.

Safari will repurchase all its issued shares (excluding those held by Heriot subsidiaries and other excluded entities) through a scheme of arrangement. 

• Through this, the offer to shareholders is a cash consideration of R8.00 per Safari share.

Upon completion, Safari will become a wholly owned subsidiary of Heriot, resulting in its delisting from the JSE.

“The shares are highly illiquid, with only 1.4 million shares, accounting for less than 0.6% of the total, being traded over the past 12 months. The Heriot Group holds approximately a 59.20% interest in Safari. This concentrated ownership results in limited trading activity on the JSE and a small number of institutional investors, which has contributed to the shares trading at a sizeable discount to net asset value. Given that the Heriot Group intends to retain or increase its shareholding in Safari, no improvement in market liquidity or the discount to net asset value is anticipated. Accordingly, the scheme provides Safari shareholders with a liquidity event through which they may realise their investment at a defined value.”

In the healthcare property space, UK-listed Primary Health Properties PLC (PHP), which also maintains a secondary JSE listing, has completed its acquisition of Assura Plc through a takeover implemented under the UK Companies Act. 

Assura shareholders could elect between a “More Shares” or “More Cash” option under the mix-and-match facility. 

• Those choosing more shares received 0.50727295 new PHP shares per Assura share,
• while those opting for more cash received 0.19956281 PHP shares plus 0.31848018 pence in cash per Assura share.

Following the acquisition, Assura will be delisted from the stock exchange.

“The Board of PHP believes that a combination of Assura and PHP would deliver significant strategic and financial benefits for both sets of shareholders, including:

• Creating a UK REIT of significant scale (eighth largest UK listed REIT), benefiting from increased public markets presence, greater index weighting and improved investor flows.
• Significant cost and operating synergies, supporting expected earnings accretion and dividend growth for both companies.
• Ability to benefit from the improving rental growth outlook reflecting the significant increases in construction costs in recent years together with the historically suppressed levels of open market rental value growth in the sector
• Improved access to capital markets, both debt and equity, with potential cost of capital benefits due to enhanced scale, liquidity and diversity”.

Investors participating in these schemes will transition into larger, better-capitalised entities - Premier in the FMCG sector, Heriot in real estate, and PHP in healthcare property - potentially benefiting from stronger balance sheets, operational synergies, and improved long-term growth prospects. While their original shareholdings will be delisted, investors could retain exposure to future growth and dividend opportunities arising from the combined businesses’ integration and enhanced market reach.

In another major development, Canal+ S.A. has made a mandatory offer of R125.00 in cash for each outstanding share of MultiChoice Group. 

Having secured a majority stake, Canal+ will now proceed with the compulsory acquisition of all remaining shares, followed by MultiChoice’s delisting from the JSE. Thereafter, Canal+ intends to pursue a secondary inward listing on the JSE, maintaining South African investor access to the combined group’s securities and reaffirming its long-term commitment to the African market.

The acquisition of MCG by CANAL+ marks the largest transaction ever undertaken by CANAL+, cementing the combined group’s position as a global media and entertainment company. The combined Group will serve more than 40 million subscribers across close to 70 countries in Africa, Europe and Asia.

In terms of the important dates:

• Premier’s Scheme Circular is expected to be distributed around 11 November 2025, with further announcements on the salient dates and times to follow on SENS.
• Safari Investments anticipates circulating its Scheme Circular to shareholders on or about 27 October 2025, with corresponding timelines to be communicated through a SENS update.
• Assura transaction is advancing swiftly, with the exchange rate for the offer scheduled for 24 October, payment on 28 October, and delisting on 29 October 2025.
• The last date to trade MultiChoice shares is 24 October 2025; thereafter, the shares will be suspended. The payment date for the offer is 5 December 2025, and the termination of the listing of MultiChoice shares on the JSE will take place on 10 December 2025.

Conclusion

Together, these transactions highlight a dynamic period of consolidation and strategic repositioning across the JSE, reflecting broader trends in both local and international markets. Companies are seeking scale, operational efficiency, and diversified growth through mergers and acquisitions, while offering investors new avenues for participation in stronger, more competitive entities.

As these deals progress, the success of each integration will determine the extent to which shareholders benefit from improved liquidity, enhanced earnings potential, and access to more resilient business models in an evolving economic environment.

Sources – EasyEquities.

Follow Cay-Low Mbedzi

@caylow_SA

Government bonds offer a reliable way to earn fixed income by lending money to the government in exchange for regular interest payments. 

Dividends are one of the many key components of investing, representing a share of a company's profits distributed to its shareholders. 

Special dividends, also known as extraordinary dividends, are one-time payments made by companies to shareholders due to specific financial events, like windfall profits or asset sales.