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Who will colour Nail to their mast?

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Johannesburg - The question of who will shortly take control of New Africa Investments's (Nail's) media assets remains fluid.

Odds-on favourite is the Investec-backed group of empowerment operators Safika, Tiso and the Mineworkers' Investment Company (MIC) following their last-minute, well-publicised bid for 100% of Nail at R9/share.

However, firm counter bids are expected - despite concerns that the dice are loaded towards the Safika consortium because of the involvement of Saki Macozoma and Moss Ngoasheng.

Macozoma is a deputy chairperson of Safika and CE of Nail, Ngoasheng is executive chairperson of Safika and a non-executive director of Nail.

Though Macozoma recused himself from evaluating earlier bids for Nail, his involvement in convincing the board to hang up the "for sale" sign may be viewed by competitors as prejudicial to their bids.

The deadline for "indicative bids" for Nail was last week on Friday. But if 11th hour offers are made, it will probably only become known on Tuesday this week, when the Nail board sits to consider the bids before moving on to the final shortlist and due diligence processes.

However, despite the identity of the final winner, it seems almost certain to spell the end of Nail - SA's first major empowerment group launched amid much fanfare in 1993 and listed in 1994.

Throughout its chequered history, Nail has acted as the pulse of black economic empowerment in SA, tracking the highs and lows of the movement - from being the darling of the JSE Securities Exchange between 1995 and 1998 and then plunging to the depths as corporate scandals emerged, in-fighting became common and value destruction was the order of the day.

There seems little doubt that despite vague pronouncements by members of the Safika consortium on the bigger plan for Nail if its bid is successful, an asset strip will be the final result.

Tiso and MIC have strong shareholder ties to media groups Kagiso Media and Primedia respectively, both of which are hungry for the sort of radio assets inside Nail if the Independent Communications Authority of SA (Icasa) regulations can be overcome.

The consortium's personalities are not exactly a happy family either, though Aqueel Patel - executive director at Tiso, the group that appears to have pulled the consortium together - says there are "no problems" among consortium members.

However, as with so many leaders in the media industry (and equally, it seems, the empowerment movement), egos loom large. Analysts describe the consortium as, at best, a "marriage of convenience".

Even the relationship between Macozoma and Ngoasheng is said to be strained, characterised by regular boardroom arguments - though this is strongly denied by Macozoma's spokesperson, David Barritt.

Macozoma was not available for comment. He was in the Eastern Cape making arrangements for his grandmother's funeral. However, Barritt said it was unlikely that he would comment anyway, having recused himself from the bidding process.

The interests of Tiso, MIC and Investec seem quite clear in bidding for Nail.

The first two like some of the assets and probably feel that they can unlock and add value if added to Kagiso or Primedia - or even sold on to a third party, such as African Media Entertainment (AME) or Johnnic Communications (Johncom), if the price is right.

Investec is treating the deal as an "investment banking transaction", says Kevin Kerr of Investec Corporate Finance.

But what about Safika? Motivation here is harder to fathom, though Macozoma has shown an interest bordering on obsession in securing some or all of Nail's assets for his investment company.

This is despite heading Nail and being the main player in, firstly, trying to formulate a new strategy for Nail (which failed), and then deciding to put the assets up for sale.

Through Phaphama Holdings, warehoused by stoic and silent Hollard, Safika already has an interest of 18.3% in the all-important Nail ordinary shares.

Nail keeps "empowerment" control through dual-voting ordinary and N shares, with its empowerment economic interest below 5% but voting control at 52.5%, through Phaphama.

Macozoma has an option for a further 2.16m N shares through the Nail share incentive trust.

Following the decision to sell Nail, Macozoma led a Safika offer to buy Nail - but was turned down by the Nail board.

Now he re-emerges as part of the consortium, a development that has already sparked debate regarding a possible conflict of interests since the bid was announced.

Macozoma's intentions under microscope

So what does Safika, or Macozoma, want out of Nail?

One suggestion gaining credence is that the target is the ailing Sowetan newspaper.

The Sowetan has seen profitability slump. However, it remains an influential newspaper, and Macozoma is known to have serious political ambitions.

Though the value of owning a newspaper (or any other medium) as a political tool is probably greatly exaggerated, SA and global examples show that it remains a much-desired goal by politicians.

On the business front, Macozoma has many fish to fry, with the recent involvement of Safika in empowerment financial services group Andisa Capital, and the large stake it took as part of a consortium in Stanlib (the merged asset manager of Standard Bank and the Liberty Group).

It seems that Macozoma did give the development of Nail as a media group his best shot, but was frustrated by Icasa regulations and the indecision of his own board at Nail.

To be fair, board problems at Nail were probably a case of 50/50. Macozoma is known as a businessman who wants to get things done quickly, and his impatience probably grated with the slower approach of some other Nail directors.

First, Macozoma wanted to buy Kagiso Media - East Coast Radio was an attractive target. But Icasa turned down Nail, on the humiliating grounds that it was not empowered enough.

Macozoma then set his sights on SA's print media, approaching Johncom, Caxton and the Independent Group - but, in his opinion, was offered overpriced assets.

It's believed that he even went to Naspers, owners of Finance Week and News24, but was stonewalled.

When the Safika offer was turned down by the board, the only remaining option was to sell Nail, and the Safika consortium overcomes Nail's empowerment problems by offering black ownership of about 55% (Investec will hold the remaining 45%).

The bid is also attractive in that it's for 100% of Nail.

Assets such as Radio Jacaranda, Kfm and Kaya FM are top drawer.

The Sowetan and Sowetan Sunday World could be turned. However, other interests could be difficult to sell at a profit, such as the loss-making Hertz and stakes in outdoor advertising.

An offer to buy all of Nail would quickly and effectively solve a problem for the board, and offer a long-suffering shareholder like Hollard a welcome exit.

The price of R9/share, a premium of 42% on the 30-day weighted average price of Nail N shares, is seen as generous. But it still undervalues the media assets.

Allan Gray holds more than 10% of Nail's N shares, and views the bid as below Nail's intrinsic and fair value.

With cash of about R640m held at centre, even as the Nail share rapidly approaches the R9 bid level, it's still mainly made up of the cash component.

Abdul Davids, trainee portfolio manager at Allan Gray, says that Nail's cash is worth R5.10 of the share, or R7.10 if the cash and stakes in Johnnic, MTN and New Africa Capital are included. That leaves the media assets valued at a paltry R1.90/share.

Davids values Jacaranda, a strong cash flow business operating on margins of around 40%, at about R320m. Kfm, he says, is worth about R170m. Nail has a stake of 42.5% and 66% respectively in these two top radio assets.

Even the Sowetan, valued at close to R200m before its advertising crunch, is now worth a little under R100m, Davids says.

That puts a fair offer in the region of R11.50 to R12.

"But we have to be realistic and accept that the offer is for the full package, which includes some assets that will be difficult to sell," says Davids.

Accepting that a discount may be necessary, a realistic offer is therefore from R9 to R10 - not far off the consortium's bid. However, with a base price now set for the deal, Davids expected counter bids to flow in last Friday.

Active Value's Mark Barnes has been reported as saying Primedia made a R12/share offer for Nail.

However, that's "not true", says Primedia CE William Kirsh.

The company is under cautionary in relation to bids for Nail, so Kirsh won't say much more on the matter, other than Primedia would be interested in some of Nail's assets.

Primedia made an earlier bid for Kfm but was turned down by Icasa. However, following its shareholding restructuring, the company looks very different today and could feasibly make another bid for Kfm.

Tiso chairperson Fani Titi says that the consolidation of empowerment media assets is essential and one of the aims of the consortium.

For instance, Nail and Kagiso jointly control radio station Jacaranda, with around 10% lying with a third empowerment group.

Outright control would be more attractive and could be achieved if the consortium's bid is successful, giving, for example, an outright owner of Jacaranda access to its all-important cash flow.

No final date for the announcement of the successful bid for Nail has been set, though the whole bidding timeframe is being speeded up following the consortium's offer.

When the announcement is made it's likely to spell the end of Nail and one stage of SA's empowerment history. Hopefully, it will also open up a new and more productive chapter for media empowerment. - Finance Week

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