Mahube Infrastructure, which debuted on the Johannesburg Stock Exchange (JSE) in 2015 under the name GAIA Infrastructure Capital, has received a formal offer to be delisted and taken private through a scheme of arrangement.
The offeror, Sustent Holdings, is a newly incorporated special purpose vehicle formed by Mergence Renewable Energy Debt Fund II Trust (managed by Mergence Investment Managers) and Specialized Listed Infrastructure Equity En Commandite Partnership (SLIEP) (managed by Creation Capital).
Under the proposed transaction, shareholders will receive R5.50 per share in cash, representing a 30.64% premium to Mahube’s closing share price of R4.21 and a 32.31% premium to the 30-day volume-weighted average price of R4.16 as of 22 January 2025, the last practicable date before the offer was communicated.
Strategic Rationale for Delisting
Mosa Molebatsi, Head of Private Debt at Mergence Investment Managers, explained:
In its delisted form, Mahube can significantly reduce its cost structure and, more importantly, be valued according to private market methodologies rather than sentiment-driven pricing on the JSE. Furthermore, as a private entity, Mahube could serve as a platform to aggregate equity stakes in projects from earlier rounds of the REIPPPP, positioning it as a major player for private equity investments in large-scale infrastructure assets in South Africa and potentially beyond.
Freddy Magoro, Chief Investment Officer at Creation Capital, added:
This transaction represents a key milestone in Creation Capital’s mission to deliver innovative, long-term investment solutions. Infrastructure investing remains central to our strategy, and Mahube’s portfolio—anchored by stable REIPPPP agreements—is a high-quality asset that aligns perfectly with this vision. Taking Mahube private is the first step toward unlocking long-term value and accelerating capital deployment into critical infrastructure projects.
About Mahube Infrastructure
Mahube was originally listed as a special purpose acquisition company (SPAC) and currently holds minority stakes in five renewable energy projects—three solar farms and two wind farms—with a combined generation capacity of approximately 400 MW. These projects were developed under Rounds 1 and 2 of South Africa’s Renewable Energy Independent Power Producer Procurement Programme (REIPPPP) and are backed by long-term power purchase agreements with Eskom.
