Averi Finance and Mantengu in reverse merger talks to form Pan-African investment platform

Averi and Mantengu explore reverse merger creating pan-African platform.

Averi Finance Averi Finance and Mantengu Limited Mantengu Limited have entered substantive negotiations for a proposed reverse merger that would create a pan-African investment platform spanning energy, infrastructure and mining.

Averi is a Mauritius-regulated investment platform with assets in power transmission, energy trading, renewables, oil and gas, and digital infrastructure across Southern Africa.

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T’s & C’s

Under the proposed transaction, Averi will consolidate its asset-backed portfolio into the enlarged Mantengu group in exchange for 650 million new shares, giving Averi a 66.7% stake.

The deal implies a combined group enterprise value of about R3 billion, with Mantengu shareholders retaining 33.3% ownership post-transaction.

Management from both firms believe the merger will unlock growth, improves energy security, and enhances mining competitiveness across commodity cycles.

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Subject to regulatory approval

The transaction remains subject to due diligence, regulatory approvals and shareholder consent, with further announcements expected.

Both companies will issue further updates as the proposed transaction progresses towards definitive agreements and final valuations. Market participants note that the reverse merger structure may provide Averi with accelerated access to public capital markets while offering Mantengu shareholders exposure to a diversified asset-backed portfolio spanning energy and critical minerals.

The deal remains at an early stage and is subject to regulatory review under JSE Listings Requirements, including classification as a Category 1 transaction and reverse takeover.

The enlarged group is expected to benefit from improved capital efficiency and cross-border synergies across African energy and infrastructure markets, while also facing integration execution risks and potential valuation uncertainties pending due diligence and shareholder approval.

Final terms will be released once agreements are concluded and conditions are met as required by regulators.

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