- Investors offered a 30 percent plus premium to exit Mahube Infrastructure.
- New special purpose vehicle Sustent Holdings established to acquire and delist the company.
- Transaction aims to unlock long term value in renewable energy infrastructure assets.
Mergence Renewable Energy Debt Fund II Trust, managed by Mergence Investment Managers, together with the Specialised Listed Infrastructure Equity En Commandite Partnership managed by Creation Capital, has established a special purpose vehicle named Sustent Holdings to acquire and delist Mahube Infrastructure from the JSE.
Mahube Infrastructure was listed on the JSE in 2015 as a special purpose acquisition company and initially traded as GAIA Infrastructure Capital. Since listing, the company has held minority interests in five renewable energy projects, comprising three solar farms and two wind farms, with a combined generation capacity of approximately 400 megawatts. All projects fall under Rounds 1 and 2 of South Africa’s Renewable Energy Independent Power Producers Procurement Programme and are supported by long term power purchase agreements with Eskom.
Under the proposed transaction, shareholders are offered a cash consideration of R5.50 per share. This represents a premium of 30.64 percent to the closing share price of R4.21 and a premium of 32.31 percent to the 30 day volume weighted average share price of R4.16 as at 22 January 2025, the last practicable date before the offer was communicated to the company.
The offer provides an exit opportunity for shareholders at a significant premium, while presenting the offeror and its related entities with access to an established and stable portfolio of renewable energy assets that align with their long term investment strategies.
Mergence Investment Managers brings extensive experience in renewable energy finance, having launched its first private debt fund focused on the Renewable Energy Independent Power Producers Procurement Programme in 2013.
Mosa Molebatsi, Head of Private Debt at Mergence Investment Managers, said that delisting Mahube would enable the company to reduce a substantial portion of its cost structure and allow it to be valued using private market methodologies rather than public market sentiment. She added that, as a private entity, Mahube could be repositioned as a platform to aggregate equity stakes from earlier procurement rounds, creating a significant private equity vehicle for large scale infrastructure assets in South Africa and potentially other markets.
Freddy Magoro, Chief Investment Officer of Creation Capital, said the transaction represents a milestone in the firm’s strategy to deliver innovative long term investment solutions. He noted that infrastructure remains a core focus for Creation Capital and that Mahube’s portfolio, supported by stable government backed procurement agreements, is a high quality asset base. According to Magoro, taking Mahube private is the first step toward unlocking long term value and accelerating capital raising for much needed infrastructure development.
Mahube has faced challenges in expanding beyond its initial asset base within the constraints of the listed environment. The proposed delisting is intended to provide greater strategic and financial flexibility.
The transaction follows a SENS announcement released on 9 December, after earlier cautionary announcements issued on 26 August, 9 October and 20 November 2025. It constitutes an offer in terms of the JSE Listings Requirements and is regulated by the Companies Act and the Takeover Regulations Panel. Final approval is required from Mahube shareholders, the South African Reserve Bank and the Competition Commission.
Author: Bryan Groenendaal
