The Financial Services Tribunal has upheld the JSE’s public censure of resources investment company Mantengu Limited for failing to publish a cautionary announcement after it suspected that the confidentiality of price-sensitive information relating to a proposed R100-million acquisition had or might have been breached.
In a decision dated 21 September 2026, the Tribunal said paragraph 3.9 of the JSE’s Listings Requirements is triggered not only when an issuer knows that the necessary degree of confidentiality cannot be maintained. The obligation to publish a cautionary announcement also arises when the issuer suspects that confidentiality has or may have been breached.
It dismissed Mantengu’s application to reconsider the JSE’s decision to censure the company. The Tribunal found that the obligation to publish a cautionary announcement arose in June 2023, months before Mantengu approached its designated adviser and the JSE about suspected share-price manipulation in February 2024.
WhatsApp exchange raised confidentiality concerns
On 16 May 2023, Mantengu submitted a binding offer to certain shareholders of Sibanye Stillwater Limited to acquire 100% of the issued share capital of its subsidiary, Blue Ridge Platinum (Pty) Ltd, for R100m.
Engagements between Mantengu and Sibanye followed from June 2023.
The evidence considered by the Tribunal included a WhatsApp message sent on 14 June 2023 by a former Mantengu director who was then an executive director of Smart Equity Asset Management, a competing bidder for Blue Ridge.
The former director told Mantengu’s then chief executive, Mike Miller, that he knew the amount Mantengu had offered. He alleged that Mantengu had used information he had previously shared with Miller when formulating its offer.
The JSE found that the exchange showed that the former director had obtained specific terms of the offer, including the proposed purchase consideration, from a source other than Mantengu. It concluded that Miller knew by 14 June 2023 that the confidentiality of information relating to the offer had been breached.
The Tribunal’s finding was framed more broadly. It agreed that the WhatsApp exchange was relevant to whether paragraph 3.9 had been triggered and found that Mantengu, through its representative, suspected as early as June 2023 that confidentiality had or might have been breached.
The JSE said that although Mantengu might not have been able to disclose the detailed nature of the negotiations at that stage, it could have alerted shareholders that it was engaged in negotiations relating to a potential acquisition and advised them to exercise caution when trading in its shares.
The detailed terms of the acquisition were subsequently disclosed in a SENS announcement on 10 October 2024.
Mantengu’s account of events in June 2023
The Tribunal also considered Mantengu’s statements about allegations of share-price manipulation.
In an email to its designated adviser, Merchantec Capital, dated 1 February 2024, Mantengu said its board had been approached by a whistleblower in June 2023 and had decided to investigate allegations that the company’s share price was being manipulated by a co-ordinated group of investors.
Mantengu said it had identified trading anomalies by the end of January 2024 and had decided to report the alleged manipulation to the JSE and the Financial Sector Conduct Authority (FSCA).
On 13 February 2024, Mantengu told the JSE that it was in the final stages of acquiring Blue Ridge and wanted to issue a cautionary announcement immediately. It alleged that its shares were being manipulated to disrupt the transaction.
The JSE declined the request. It subsequently raised Mantengu’s apparent failure to comply with its disclosure obligations when the relevant events occurred in May and June 2023.
The Tribunal regarded Mantengu’s account of what it knew in June 2023 as inconsistent with its contention that paragraph 3.9 had not been triggered. Mantengu’s investigation followed allegations that its share price was being manipulated to disrupt the acquisition, while the WhatsApp exchange indicated that the confidentiality of its offer might have been breached.
The Tribunal concluded that these circumstances triggered paragraph 3.9 and that Mantengu should have ensured that a cautionary announcement was published in June 2023.
Mantengu also sought to rely on an alleged discussion with Merchantec in June 2023, during which it said it had been advised that a cautionary announcement was not required. Merchantec denied that it had been approached about the matter at the time.
Offer was price-sensitive despite suspensive conditions
Mantengu disputed that the offer contained price-sensitive information in June 2023. It argued that the information lacked sufficient specificity and precision, that the transaction remained subject to suspensive conditions, and that there were not multiple levels of information in the market requiring a cautionary announcement.
The company relied substantially on the suspensive conditions attached to the offer. It contended that there was no reasonable probability at the relevant time that the conditions would be fulfilled and, consequently, no basis for a reasonable investor to regard the offer as price-sensitive.
The Tribunal said transactions of this nature and size commonly contain suspensive conditions and that the expectation that they would be fulfilled by a listed company was not too remote.
The conditions included Mantengu being satisfied that the authorisations, permits, and licences required for Blue Ridge’s mining activities were or would be in place. Mantengu also had to be satisfied that Sibanye had fully funded the mine’s environmental closure liability.
The Tribunal described these as customary conditions, particularly in the mining industry. It also noted that Mantengu had the right to waive one or more of the conditions. It therefore rejected Mantengu’s argument that the suspensive conditions made the offer too uncertain to constitute price-sensitive information.
The Tribunal said information must be specific or precise and enable conclusions to be drawn about the possible effect of a set of circumstances on a company’s share price. Information is regarded as having a material effect if a reasonable investor is likely to consider it significant when making an investment decision.
Public censure upheld
The JSE imposed a public censure on Mantengu on 6 March 2026. The order did not include a financial penalty.
The JSE described the failure to publish a cautionary announcement as a serious lapse in Mantengu’s disclosure obligations. It said the company’s conduct fell short of the standards expected of listed issuers and undermined investor confidence and market integrity.
Mantengu applied to the Tribunal to reconsider the censure and separately applied under section 231 of the Financial Sector Regulation Act to suspend the JSE’s decision. The Tribunal decision records that the suspension application was dismissed by the Tribunal chairperson on 26 May 2026.
In dismissing the reconsideration application, the Tribunal found that the JSE had correctly evaluated the evidence placed before it during its investigation.
Once the finding of non-compliance was made, the JSE had to determine an appropriate sanction; the Tribunal found no basis to conclude that its choice of a public censure represented an improper exercise of that discretion.
The Tribunal declined the JSE’s request for a costs order.
The JSE sought costs under section 234(2) of the Financial Sector Regulation Act, arguing that Mantengu’s conduct included alleged deceptions, repeated changes to its position, and persistence with what the JSE said was a false claim that it had consulted Merchantec in June 2023.
The Tribunal was not satisfied that Mantengu had acted in bad faith, dishonestly, or with a malicious ulterior motive, or otherwise engaged in conduct sufficient to meet the high threshold for a costs order in exceptional circumstances.
Following the Tribunal’s decision, the JSE said the public censure imposed on 6 March remained binding and fully enforceable.
Separate censure over SENS announcements
The March 2026 censure considered by the Tribunal is separate from another enforcement order issued against Mantengu on 27 May 2026. That matter concerned two voluntary SENS announcements published in May 2025 about alleged share-price manipulation, a criminal complaint, and short selling.
The JSE found that the information was speculative, unverified, and unsupported, and did not qualify as price-sensitive information because it was not sufficiently specific or precise. It required Mantengu to remedy the non-compliance by retracting the announcements, but the company informed the JSE that it had decided not to do so.
The JSE imposed a separate public censure and a R100 000 fine, wholly suspended for three years on condition that Mantengu was not found to have breached similar provisions during the suspension period. That separate censure and fine were not the subject of the reconsideration application decided by the Tribunal.
