TREMATON CAPITAL INVESTMENTS LIMITED - Proposed disposal of CML
What this filing means
Trematon is selling its Club Mykonos Langebaan resort to a consortium led by its own CEO at R70m — 18.5% below book value. The related-party nature of the buyer, the below-NAV price, and the absence of revenue or EBITDA disclosure make this a transaction minority shareholders will need to scrutinise carefully through the independent director statement in the circular. The earn-out upside is capped, contingent and time-limited, and the deal remains conditional on shareholder approval.
Trematon is selling its holiday resort to the CEO's own investment group for less than what the asset is worth on the company's books. The CEO is on both sides of the deal — selling for Trematon and buying for his own consortium — which is why it requires approval by a majority of disinterested shareholders by way of an ordinary resolution. Without disclosed revenue or EBITDA, minority shareholders cannot independently verify whether the below-NAV price reflects operational challenges or opportunistic pricing by the related-party buyer.
Bull case
- Disposal removes a directly attributable loss of R28.9 million for FY2025, eliminating a drag on group earnings.
- Unconditional, irrevocable bank guarantee for the full R70m purchase price provides execution certainty pending shareholder approval.
Bear case
- R70m disposal price is R15.9m (18.5%) below CML's R85.9m directly attributable net asset value at 31 August 2025.
- Buyer is a management consortium led by and ultimately owned by Trematon's CEO, creating an inherent conflict on price in a related-party transaction.
- Price adjustment is capped at an extra R10m, so even maximum upside (R80m) stays below the R85.9m NAV and is contingent on a development land sale within 24 months.
AI-generated summary by SENS-AI, based on the original JSE SENS filing.
SENS-AI conclusion
A related-party disposal at a discount to book value, removing a loss-making asset with no revenue or EBITDA figures disclosed. The CEO-led buyout consortium is a material conflict of interest that disinterested shareholders must evaluate — the circular's independent director statement is the proper vehicle for that assessment. The earn-out provides some upside participation, but it is capped, contingent on a development land sale within 24 months, and capped below NAV at best. Net proceeds are flagged as available for distribution to shareholders, but no specific return commitment is made. So what: the price, the conflict and the missing earnings metrics all point in the same direction. The deal is not yet complete — the market still needs the circular, the independent director statement, and a clear capital-return commitment before the below-NAV sale to the CEO can be properly assessed. Missing evidence: No disclosure of CML revenue, EBITDA or operating cash flow — cannot assess earnings-based multiples; No independent valuation of CML disclosed; only 'independent valuation' of development land referenced without figure; No prior offers or price expectations from earlier 'multiple prospective acquirer' engagements disclosed; Use of proceeds stated as 'available for distribution' but no commitment to specific dividend or capital return amount; Fairness opinion status not explicitly addressed — may appear in circular but currently unknown
The circular is where the independent director statement and the specific shareholder-return commitment should be disclosed — absent those, minority shareholders lack the evidence to assess whether the discount to book is warranted.
Evidence from the filing
Disposal removes a directly attributable loss of R28.9 million for FY2025, eliminating a drag on group earnings.
“The loss directly attributable to CML was R28.9 million for the year ended 31 August 2025”
Unconditional, irrevocable bank guarantee for the full R70m purchase price provides execution certainty pending shareholder approval.
“by not later than 21 business days after the Signature Date, Variflex provides Tremgrowth with an unconditional and irrevocable guarantee issued by a registered financial institution in favour of Tremgrowth for the Purchase Price in a form acceptable to Tremgrowth”
R70m disposal price is R15.9m (18.5%) below CML's R85.9m directly attributable net asset value at 31 August 2025.
“The value of the directly attributable net assets of CML was R85.9 million as at 31 August 2025, being the date of the last published audited annual financial statements for Trematon”
Buyer is a management consortium led by and ultimately owned by Trematon's CEO, creating an inherent conflict on price in a related-party transaction.
“Mr AJ Shapiro, the Chief Executive Officer of Trematon, is the ultimate beneficial owner of Variflex”
Price adjustment is capped at an extra R10m, so even maximum upside (R80m) stays below the R85.9m NAV and is contingent on a development land sale within 24 months.
“then the Consideration shall be increased by an amount equal to 50% of the difference between the Property Purchase Price and R15 750 000.00, subject to a maximum additional payment of R10 million”
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