Averi Finance (Averi), a regulated pan-African investment holding company, and Mantengu, a JSE-listed investment holding company, have entered into substantive negotiations for a reverse merger under which Averi's diversified asset portfolio would enter the public markets. The transaction, if concluded, would create a pan-African investment platform listed on the JSE, whilst providing Mantengu shareholders with direct exposure to Africa's Oil & Gas, energy, infrastructure and critical-minerals opportunity set.
Mantengu shareholders and the market are advised that these negotiations are at an early stage and there can be no certainty that they will result in a transaction, nor as to the terms on which any such transaction may be concluded. A further announcement will be made as and when there are material developments.
Under the proposed transaction, Averi will consolidate its entire asset-backed portfolio into the enlarged Mantengu group in exchange for the issuance of 650 million new Mantengu ordinary shares, giving Averi a 66.7% interest in the expanded listed entity upon completion.
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. The Averi Group's advisory and transaction track record spans more than 100 transactions representing over $15 billion in cumulative value, and its portfolio is purpose-built for access to institutional and public capital markets.
Under the indicative terms of the proposed transaction, Averi has been attributed an implied equity value of R2 billion and Mantengu an implied equity value of R1 billion, which would result in a combined group with a pro-forma enterprise value of approximately R3 billion. Existing Mantengu shareholders, who currently hold 325 million ordinary shares, would retain a 33.3% interest in the enlarged group. All financial terms, including final valuations, remain indicative and subject to the satisfactory completion of rigorous due diligence by each party. Definitive terms will be announced in due course.
“The proposed transaction creates compelling strategic value for Mantengu shareholders. At current share price levels, Mantengu trades at a significant discount to its net asset value and to its fair value. 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. Access to growth capital has long been a structural constraint for mid-tier JSE-listed miners, and this transaction directly addresses that challenge,” said Magen Naidoo, Chief Executive Officer of Mantengu.
“Beyond the balance sheet benefits, the transaction unlocks compelling industrial synergies: diversified revenue streams, improved energy security and reliability, and lower, more stable energy input costs for our mining operations. 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,” said Naidoo.
The transaction, as currently structured, is expected to be classified as both a Category 1 transaction and a Reverse Takeover under the JSE Listings Requirements, triggering a change of control under the Companies Act. Accordingly, Mantengu will be required to issue a circular to shareholders and convene a general meeting to seek approval. A waiver of the resulting mandatory offer obligation under the Companies Regulations is anticipated to be a condition of the transaction. Shareholders will be kept informed of all material developments.
“This transaction marks a pivotal moment for Averi Finance. We have 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. The combination of Averi’s diversified investment portfolio and Mantengu's established mining operations creates a uniquely integrated, asset-backed pan-African investment platform," said Gaspar Lino, Founder and Chief Executive Officer of Averi Finance.
Energy and infrastructure at the core
Averi is uniquely positioned at the intersection of energy generation and transmission through 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. “Averi is at the forefront of Africa’s transition to renewables, with contracted and permitted positions in wind and solar power, green hydrogen production facilities and digital infrastructure spanning the continent. These are licensed, permitted and development-ready assets — and the capital access that a public listing brings is what will bring them into full operation.”
Board support and outlook
The boards of both Averi and Mantengu have expressed full support for the proposed transaction and believe it represents a compelling strategic combination for Mantengu's shareholders and the stakeholders of both entities.
For Averi, the transaction delivers access to public capital markets, an expanded balance sheet and the institutional infrastructure required to bring its licensed and contracted asset portfolio through development and into operation across Africa.
For Mantengu, the transaction is transformational. Mantengu shareholders, who have long faced the challenge of a JSE-listed miner trading at a significant discount to its net asset value and constrained by limited access to growth capital, gain direct exposure to a diversified, asset-backed investment platform with a pan-African footprint. The enlarged group provides Mantengu with immediate access to Averi’s deal flow, capital networks and energy infrastructure — unlocking the ability to self-supply energy to mining operations, reduce input costs and scale production in line with commodity cycles. The transaction accelerates Mantengu’s stated strategy of building an integrated mining and energy group and positions it as a more compelling proposition for institutional investors on the JSE.
The enlarged group’s portfolio will span energy, infrastructure, oil and gas, renewables and mining — creating one of the most diversified investment platforms on the JSE, with a meaningful presence across Africa.
Successful conclusion of the transaction will substantially enhance the group’s capital-raising capacity, enabling further acquisitive and organic growth across new jurisdictions and asset classes.