Shoprite Holdings told the market on 17 September 2026 that an associate of two of its directors had bought 3,831,164 of the retailer’s shares for about R1.2 billion to settle a share loan, sold them the next day and borrowed the same number the day after. The dealing was reported under the JSE’s rules on transactions by associates of directors and, according to the announcement, does not affect the voting rights in the shares held by Thibault Square Financial Services.
The associate is Titan Fincap Solutions, and the directors are non-executive director Dr Christo Wiese and alternate director Adv Jan Wiese. Titan Fincap has done a version of this trade before, and the pattern explains why a purchase of R1.2 billion produced no change in ownership.
## What was traded in September
Titan Fincap bought the 3,831,164 shares on the market on 14 September 2026 at R313.70 each, a total of R1,201,836,146.80. The purchase settled what the filing calls the Third Scrip Loan, an arrangement under which the shares had been borrowed and had to be returned. On the same day it sold a one-day total return swap over the same number of shares at a reference price of R313.70, settled in cash. According to the version of the notice published on the Namibian Stock Exchange, where Shoprite has a secondary listing, all broker instructions were issued before the market opened on 14 September, to be executed on the relevant date at the previous day’s closing price.
On 15 September the shares were sold on the market at R313.95, and on 16 September Titan Fincap entered a Fifth Scrip Loan for the same 3,831,164 shares at R313.95. The notice says the transactions do not affect voting rights in Shoprite ordinary shares held by Thibault Square Financial Services, and that existing intra-group options between the associated companies remain in place. A summary of the SENS announcement gives its reference as S603472.
## Why the same shares keep changing hands
The same block of 3,831,164 shares appeared in a similar sequence in 2023 and 2024. In October 2023, Titan Fincap, a subsidiary of Wiese’s Titan Premier Investments, sold the shares for about R939 million, which was 0.65% of Shoprite, according to a report in The Citizen. After that sale Wiese kept 59.279 million ordinary shares, or 10.02%, and separately held 305.6 million deferred shares through Thibault Square Financial Services, which carry 32.3% of the voting rights.
Two days after the 2023 sale, Titan Fincap borrowed the same number of shares without paying anything upfront, and was obliged to return the same quantity. Daily Investor traced the 2024 leg of the cycle: on 7 October 2024 Titan Fincap repurchased the shares at R290 each, about R1.11 billion, to settle the loan, sold them again the next day at the same price and reborrowed them the day after. Daily Investor put the cost of the round trip at roughly R173 million, because the share price had risen since the 2023 sale.
Daily Investor offered an explanation for the structure. In South Africa, it wrote, a securities loan transfers the voting rights of the shares to the borrower, so it may have been important for Titan Fincap to keep its voting rights, which would be a reason for borrowing rather than lending. It also suggested the arrangement lets the holder hedge against a falling price while remaining a shareholder. Those are Daily Investor’s readings, not Shoprite’s, and the September filing does not give a reason.
## The rule behind the filing
The announcement was made under paragraphs 6.77 to 6.90 of the JSE Listings Requirements, which govern the disclosure of dealings in securities by directors and their associates. An earlier filing, on 14 May 2026, covered a total return swap over 2,060,000 shares at an average reference price of R287.55, for which clearance to deal was obtained beforehand, according to Sharenet’s copy of that notice. That May swap terminated on 17 June 2026.
Shoprite is Africa’s largest supermarket retailer. As of 2026 it operates 3,710 stores in eight African countries and employs more than 174,400 people, according to its Wikipedia entry. It is listed on the JSE under the ticker SHP and headquartered in Brackenfell, Cape Town.
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