Mantengu CEO Magen Naidoo and Averi Finance founder and CEO Gaspar Lino shake on their plans for a reverse merger into JSE-listed Mantengu.
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Averi Finance and Mantengu have started talks on a reverse merger, creating a significant JSE-listed pan-African investment platform across energy, infrastructure, and mining.
Averi Finance, a regulated pan-African investment holding company, and Mantengu, a JSE-listed investment holding company, announced Wednesday that their “early stage” negotiations, if successful, would mean that Averi's diversified asset portfolio would enter the public markets.
A pan-African investment platform listed on the JSE would provide Mantengu shareholders with direct exposure to opportunities in Africa's oil, gas, energy, infrastructure, and critical minerals. The companies said there could be no certainty at this stage that a transaction might be reached.
“Access to Averi’s capital platform will accelerate Mantengu’s ability to grow and expand its operations, providing the enlarged group with new sources of liquidity to increase mining production during periods of high commodity prices and the flexibility to scale back during downturns,” said Mantengu CEO Magen Naidoo.
Under the proposed deal, Averi will consolidate its asset-backed portfolio into the enlarged Mantengu group in exchange for the issue of 650 million new Mantengu shares, giving Averi a 66.7% interest in the expanded listed entity upon completion.
Averi Finance founder and CEO, Gaspar Lino, said in a statement they had spent years building a differentiated, asset-backed investment holding company across Africa’s most strategic energy and infrastructure corridors.
“Gaining a public listing through this reverse merger gives us a structurally stronger balance sheet, broader access to institutional capital, and a scalable platform from which to pursue our next phase of growth — expanding into new and underdeveloped mining and energy jurisdictions across the African continent,” said Lino.
“The combination of Averi’s diversified investment portfolio and Mantengu's established mining operations creates a uniquely integrated, asset-backed pan-African investment platform.”
Averi is a Mauritian regulated, asset-backed investment platform with licensed and contracted positions across power transmission, energy trading, renewables, oil and gas, and digital infrastructure in Southern Africa.
Averi's advisory and transaction track record spans more than 100 transactions representing over $15 billion in cumulative value.
Averi’s implied equity value was R2bn in the proposed transaction, while Mantengu had an implied equity value of R1bn, which would result in a combined group with a pro-forma enterprise value of about R3bn. Existing Mantengu shareholders, who hold 325 million ordinary shares, would retain a 33.3% interest in the enlarged group.
Naidoo said access to growth capital had long been a structural constraint for mid-tier JSE-listed miners, and this transaction would directly address that challenge.
“Beyond the balance sheet benefits, the transaction unlocks industrial synergies: diversified revenue streams, improved energy security and reliability, and lower, more stable energy input costs for our mining operations,” said Naidoo.
“The vertical integration of mining and energy will reduce dependency on high-cost producers, strengthen our ESG profile, and position the enlarged group competitively across African commodity cycles.”
Lino said Averi had direct ownership of hard infrastructure assets, including oil and gas assets, utility-scale renewable energy generation, and cross-border transmission lines that create energy highways connecting power-surplus regions to power-deficit and mining regions across sub-Saharan Africa.
“Our diversified but deeply complementary infrastructure and investment portfolio provides a significant competitive edge, unlocking substantial opportunities in critical minerals, mining, and the new energy economy,” said Lino.
Mantengu's share price notched up 2.63% to 39 cents on the JSE Wednesday afternoon, a price well down from 59 cents a share a year ago.
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