Mergence Renewable Energy Debt Fund II Trust, managed by Mergence Investment Managers, and Specialised Listed Infrastructure Equity En Commandite Partnership (SLIEP), managed by Creation Capital, have incorporated a special purpose vehicle called Sustent Holdings, to act as the offeror to acquire and delist Mahube Infrastructure, a company listed on the JSE in 2015 and initially trading as GAIA Infrastructure Capital.

The transaction offers an attractive opportunity for shareholders wishing to exit their investment at a premium to the trading price of the shares. 

At a cash consideration of R5.50 per share, the offer represents a premium of 30.64% to the closing share price of R4.21 and a premium of 32.31% to the 30-day volume weighted average share price of Mahube of R4.16 per share as at January 22, 2025, which is the last practicable date prior to the offeror communicating its intention to launch the proposed transaction to the company.

To the offeror and related entities, the transaction presents a good investment opportunity to participate in an established pool of assets that exhibit the commercial, financial and operational characteristics that align closely with the offeror’s investment profile. 

Mergence Investment Managers has extensive experience in renewable energy investments, having launched its first private debt fund focused on South Africa’s successful Renewable Energy Independent Power Producers Procurement Programme (REIPPPP) in 2013.

Mosa Molebatsi (pictured), Head: Private Debt at Mergence Investment Managers, said: “In its delisted form, Mahube can reduce a significant portion of its cost structure and more importantly it will be valued in line with private market valuation methodologies, as opposed to sentiment-driven pricing on the JSE.

“Furthermore, as a delisted entity, Mahube could be positioned as a vehicle that aggregates equity stakes in projects from earlier rounds of the REIPPPP. This will position Mahube as a significant player for private equity investments in large-scale infrastructure assets in South Africa and possibly beyond,” Ms Molebatsi said.

Freddy Magoro, Chief Investment Officer of Creation Capital, said: “The transaction marks a significant high point in Creation Capital’s objectives to deliver innovative, long-term investment solutions to our clients. Infrastructure investing remains a key pillar of our strategy, and Mahube's portfolio, underpinned by stable REIPPPP agreements, is a high-quality asset that fully executes on this vision. Taking Mahube private is the first step in unlocking long term value and positions the company to accelerate capital raise into much needed infrastructure projects.”

Mahube was listed as a Special Purpose Acquisition Company (SPAC). It is the holding company for minority stakes in five renewable energy assets: three solar and two wind farms with a total generation capacity of ca 400 MW. The projects form part of Rounds 1 and 2 of the REIPPPP and are covered by Power Purchase Agreements (PPAs) with Eskom.

As a listed entity, Mahube struggled to scale beyond its initial portfolio in the listed environment.

The SENS announcement of December 9 follows cautionary announcements released on SENS on August 26, 2025, October 9, 2025 and November 20, 2025.

The transaction constitutes an offer under the JSE Listings Requirements and is regulated by the Companies Act and the Takeover Regulations Panel. It is subject to final approval by the shareholders of Mahube, the SA Reserve Bank, and the Competition Commission.

Transaction advisor to the offeror is PSG Capital; and the legal adviser is Cliffe Dekker Hofmeyr.