R2.26 billion management buyout

Terms of the R2.26 billion buyout

The [R2.26 billion management buyout](https://www.businessday.co.za/companies/2026-05-20-balwin-gets-r226bn-buyout-offer-and-will-delist-from-jse/) involves a consortium led by the PIC and Balwin’s own founders. According to a SENS notice released Wednesday, the deal will be implemented through a newly established private company called Bidco. The offer sets the price at R4.35 in cash for every share. While the move aims to take [SA’s largest sectional title developer](https://www.news24.com/business/companies/pic-balwin-founders-bid-r2bn-to-take-sas-largest-sectional-title-developer-private-20260520-0652) private, the structure of the transaction means not all parties will receive cash. Instead, certain participants will roll their existing stakes into the new private structure alongside the PIC and founder-linked investors, including CEO Steve Brookes, MD Rodney Gray, and GRE Africa. Early support for the transaction appears strong, with shareholders holding approximately 63.5% of the company’s shares already lining up behind the offer.

The valuation gap between cash and net asset value

A central point of tension in the deal is the significant difference between the cash offer and the company’s intrinsic value. Balwin noted that its reported net asset value (NAV) per share remains materially higher than the R4.35 being offered, with some estimates placing the NAV closer to R10 per share. The company explained that this value is locked inside a long-dated development pipeline. Returns from this pipeline are only realized over time through a cycle of land development, construction, sales, bond approvals, and property transfers, rather than through immediate distributable cash.

The offer price is about 41% higher than Balwin’s average trading price over the past 180 days and 35% above the 90-day average, better reflecting the company’s value in a market where the counter has seen limited trading activity.

Balwin Properties, via Business Day The group further justified the delisting by stating that its status on the JSE had become less compelling due to thin trading liquidity, the ongoing costs of maintaining a public listing, and a persistent discount to its net asset value.

Strategic advantages of the PIC partnership

For Balwin, the partnership with the [Public Investment Corporation (PIC)](https://www.ewn.co.za/2026/05/20/public-investment-corporation-on-track-to-acquire-stake-in-major-sa-sectional-title-developer) represents an infusion of institutional strength. The PIC, which manages investments for the Government Employees Pension Fund (GEPF), brings significant capital to the property group. CEO Steve Brookes believes the transition to a private entity will allow the group to be more nimble and more poised for the future as a private company. He also emphasized that the existing management and board structure would remain stable.

We’ve always had an excellent board, so we’re not going to make any big changes. We’re going to keep the discipline of being listed, in a private company.

Steve Brookes, via EWN Brookes also noted that the leadership team has always maintained management majority control and remains committed to listening to its partners.

I’ve owned Balwin fo 30 years and I’ve had partners… But we are good listeners, and with a heavyweight like the PIC you must listen… and we’ll be prudent and treat them with respect.

Steve Brookes, via EWN Beyond capital, Brookes expects the PIC to unlock critical resources for the developer.

We’re hoping the PIC brings us some great opportunities on land purchases, or some of the landholdings they own, as well as unlocking some infrastructure which is the heartbeat for any property developer.

Steve Brookes, via EWN

Economic headwinds and property’s cyclical nature

The decision to delist comes as the South African residential sector faces ongoing pressure. Anthony Clark, an analyst at Small Talk Daily Research, noted that Balwin is a cyclical business that depends on specific economic conditions.

Balwin, as a cyclical play, depends heavily on economic growth and low interest rates to generate meaningful returns.

Anthony Clark, via Business Day Clark pointed out that while the R4.35 offer is well below the company’s net asset value, shareholders who oppose the deal and choose to remain invested may find that unlocking that value could take years. In the current climate, the move is seen as a way to secure deeper capital to support long-term goals.

In a subdued South African economy that has weighed on the residential sector for years, stepping out of the public market with the backing of the PIC provides access to deeper capital and support for its long-term housing ambitions.

Anthony Clark, via Business Day <!– /wp:quote The decision reflects a strategic shift towards stability and growth amid market uncertainties.