Mahube Infrastructure, a JSE-listed company that holds minority stakes in five renewable energy plants, has received a firm cash offer of R10.06 a share. That values the whole company at about R555 million, and the buyers include a vehicle in which Mahube’s own chief executive has an indirect interest. The deal, if shareholders approve it, would take Mahube off the JSE.
The firm intention announcement went out on SENS on 5 November, and a corrected version dated 6 November is the one now carried on the JSE’s SENS feed via ShareData. The correction notice does not say what was changed, so this report works from the corrected text. Where other outlets differ from it, the SENS text is followed.
What the offer is, in the company’s own filing
The bidder is Kholosani Newco 8, a special purpose vehicle set up for the deal. It will pay R10.06 in cash for each share held by “scheme participants”, using a scheme of arrangement under section 114 of the Companies Act, and Mahube’s shares would then be delisted. Mahube has 55,151,000 shares in issue, so the arithmetic gives a total of roughly R554.8 million, which matches the R555 million reported by Business Day and Sunday World.
The filing gives two premiums. R10.06 is 140.7% above the R4.18 closing price on 7 September, the last trading day before Mahube first warned shareholders that it had received an approach. It is 67.1% above the R6.02 close on 3 November, and 95.7% above the 30-day volume-weighted average price of R5.14 on that date. The shares had already risen between September and November, which is why the second premium is much smaller than the first.
The offeror’s owners are Kholosani Newco 9, Matlotleng Capital and Damazuzu Investments. Matlotleng holds 20% of the vehicle. Kholosani 9 was founded by Indiran Pillay, and Damazuzu is led by managing director Bheki Welcome Lembede. According to the filing, Kholosani 9 and Damazuzu together hold 20 renewable energy assets generating about 1,000 GWh a year, and Kholosani 9 already co-owns three of the five plants in which Mahube holds a stake: Jasper, Lesedi and Letsatsi. The other two Mahube holdings are the Dorper and Noblesfontein wind farms.
The chief executive sits on both sides of the table
The most unusual detail is in paragraphs 3.4 and 11 of the announcement. Gontse Moseneke, Mahube’s chief executive, is a director of the offeror, a director of Matlotleng and a member of the bidder’s deal team. He is also a trustee and a beneficiary of the Matlotleng Trust. He holds no shares in Matlotleng or the offeror in his own name, but through that trust and a property company, a 100,000-share holding in Mahube (0.18%) sits within his family’s interests.
Because of this, the filing treats Moseneke and parties related to him as acting in concert with the bidder. They cannot vote on the scheme, and the document says he has recused himself from all board discussion of it. Mahube’s independent board, made up of Ms M May, Ms T Zambane and Ms N Maidi, has appointed Merchantec as independent expert to give a fair and reasonable opinion. That opinion and the board’s recommendation do not exist yet. They will appear in the circular to shareholders.
How shareholders could block it, and what stands in the way
One investor has already committed. The Specialised Listed Infrastructure Equity En Commandite Partnership, managed by Creation Capital Services, has given an irrevocable undertaking to vote for the scheme on 19,247,699 shares, or 34.90% of the company. The scheme needs a special resolution, which under company law means at least 75% of the votes cast. With more than a third of the shares committed, the bidder still needs 75% of the votes cast, so turnout among the other holders will matter, and the filing gives no turnout expectation.
Other conditions are listed, all to be met by a long-stop date of 30 June 2027. They include approval from the Reserve Bank’s Financial Surveillance Department, clearance from the competition authorities and the Takeover Regulation Panel, and written consent to the change of control from counterparties to Mahube’s material contracts. Those contracts include senior debt agreements, power purchase agreements with the National Transmission Company South Africa and implementation agreements with the Department of Energy and Electricity. The scheme also fails if holders of more than 5% of shares exercise appraisal rights, unless the bidder waives that condition.
The deal protections are modest. A break fee of 1% of the consideration, about R5.5 million, applies only if one side breaches the agreement. Mahube cannot solicit rival bids, but may engage with a “superior proposal”, defined as an unsolicited all-cash offer at least 5% higher, or about R10.56 a share, that does not depend on funding or due diligence. The offeror then has 10 business days to match. Cash is backed by an RMB bank guarantee lodged with the Takeover Panel.
An earlier attempt at a lower price did not complete
This is not the first attempt to take Mahube private. On 9 December 2025, a vehicle called Sustent Holdings announced a firm offer of R5.50 a share for up to 18,545,454 shares, leaving the same infrastructure partnership’s stake untouched. Dealroom’s summary of the new bid says a later R6 offer from Sustent was rejected by 65.7% of voting shareholders in May 2026. We could not confirm that vote result in a SENS announcement, so treat it as reported but unverified.
What it means for investors and the wider market
For Mahube’s shareholders, the price is well above both reference prices in the filing, R4.18 and R6.02. The filing also says the price is “slightly below the net asset value per Share”, and the figure for net asset value is not given in the announcement. Whether R10.06 is a fair price for long-dated renewable income will depend on the independent expert’s valuation, which is the number to wait for. A market data page, SENS-AI, showed the share closing at R8.81 on 6 November, below the offer price. That gap suggests investors are pricing in some risk that the scheme does not complete, but it is a third-party reading and not a statement from either company.
For the broader market, this adds to a steady run of companies leaving the exchange. Our recent coverage includes Sanlam’s cash offer for Santam and the delisting of Tongaat Hulett. Mahube’s own explanation is that listing costs outweigh the benefits and that it could raise equity for acquisitions at lower cost off the exchange. Readers who want to understand the assets behind the deal can start with our guide to investing in South African renewable energy, and with our report on private wind investment overtaking the state.
What is still unknown
Several things are not yet public. The circular, which Mahube says will be distributed within 20 business days of the announcement, will carry the independent expert’s opinion, the voting dates and the net asset value. The filing does not say how the remaining 80% of the offeror is split between Kholosani 9 and Damazuzu. It also does not say whether the Competition Commission or lenders to the underlying power projects will want conditions attached to a change in who sits behind a minority owner. Until the circular appears, the offer is a firm intention and not a completed deal.
This article reports company filings and published coverage. It is not investment advice.
