• Nampak Limited is still seeking a buyer for its 51.43% controlling stake in Nampak Zimbabwe after the original US$25 million transaction with TSL failed
• The failed transaction exposed a deeper acquisition problem as TSL questioned the economics of the deal amid changing market conditions and Nampak Zimbabwe’s capital and working-capital requirements
• Nampak’s own balance sheet has strengthened substantially during the delay, reducing net debt to R2.2 billion by March 2026

Harare - Nampak Zimbabwe’s controlling shareholder remains in discussions with potential acquirers almost two years after agreeing a US$25 million exit that subsequently collapsed, extending a disposal process whose underlying economics have changed considerably since the stake first went onto the market.

Nampak Limited continues to classify its 51.43% interest in the Zimbabwe Stock Exchange-listed packaging company as held for sale. The latest cautionary statement provides no identified purchaser, transaction value or expected completion date, leaving shareholders waiting for a replacement transaction after the original sale to TSL failed.

"Nampak Zimbabwe Limited's (NZL) shareholders are reminded that the company's ultimate parent company, Nampak Limited, continues to disclose its 51.43% shareholding in NZL as an asset held for sale and that discussions with potential acquirers are ongoing," the company said in a circular.

The first transaction had progressed considerably further. Nampak signed an agreement with TSL in 2024 to dispose of the entire 51.43% interest for up to US$25 million. The Zimbabwe Competition and Tariff Commission subsequently approved the transaction. Nampak’s 2025 Integrated Report records that TSL failed to secure the required shareholder support and the disposal was consequently abandoned.

The collapse established an important valuation reference for the continuing sale process.

TSL had initially accepted the economics of acquiring control at US$25 million. As the transaction progressed, changes in the packaging market and the investment requirements attached to Nampak Zimbabwe weakened the acquisition case presented to its shareholders. TSL chairman Antony Mandiwanza subsequently pointed to changing market fragmentation and increasingly urgent capital expenditure and working-capital requirements.

Nampak returned the stake to the market. The latest cautionary shows that the process has yet to produce another transaction capable of being announced to shareholders. The US$25 million attached to the TSL agreement therefore remains a historical valuation benchmark. Nampak has not disclosed the price being sought from current potential acquirers.

Nampak Zimbabwe’s subsequent financial performance has added another variable to that valuation. Revenue increased by almost 10% to US$41.7 million during the six months to March 2026, supported by stronger tobacco packaging volumes. Trading income fell 69% to US$1.17 million, operating profit declined 79% to US$951,299 and profit after tax dropped 89% to US$306,024.

The company consequently converted less than one cent of every dollar of revenue into attributable profit during the period.

Raw material and consumable expenses increased sharply, while aggressive pricing competition compressed margins across the packaging operations. The results left the business generating greater sales from a considerably thinner earnings base.

Those economics feed directly into the acquisition price. A controlling investor has to assess the cash required to purchase Nampak Limited’s stake alongside the additional capital necessary to support the underlying operation. Working capital, equipment investment and competitive pricing all influence the return eventually generated from the acquisition.

The original TSL process brought those requirements into price discovery before the transaction was completed.

The seller’s financial position has also changed during the delay. Nampak Limited originally embarked on an extensive disposal programme as part of a balance-sheet restructuring that prioritised debt reduction and the disposal of non-core assets. Transactions elsewhere in Africa subsequently generated significant cash, including approximately R1.3 billion from Bevcan Nigeria.

As of March 2026, Nampak’s net debt excluding capitalised leases had declined 30% to R2.2 billion from R3.1 billion a year earlier. Net gearing fell from 149% to 69%, while finance costs declined by a third. The group’s latest results show that the R921 million reduction in net debt over the preceding 12 months came entirely from operating cash generation rather than asset disposals.

Zimbabwe remains part of the deleveraging plan. Nampak says proceeds from disposing of its 51.43% interest will be applied towards reducing group net debt and removing the risks associated with operating in Zimbabwe. 

The strengthened group balance sheet changes the financial environment surrounding that objective.

Nampak’s March presentation estimated approximately R305 million of expected proceeds from Zimbabwe and other disposals, which would reduce net debt further to about R1.88 billion. The Zimbabwe exit therefore retains financial value for the parent without carrying the same balance-sheet circumstances that existed when the wider disposal programme began.

The Zimbabwe asset has simultaneously absorbed an impairment. Nampak recorded a R136 million impairment relating to Nampak Zimbabwe during the first half of 2026, contributing to a R114 million loss from discontinued operations.

That combination places the unresolved transaction increasingly around the price at which ownership can change hands.

Nampak remains committed to selling. Potential purchasers still have to value a controlling position in an established packaging operation carrying exposure to Zimbabwe’s tobacco, beverage, commercial and industrial markets. They also inherit a business experiencing severe margin compression and requiring capital to defend its competitive position.

The failed TSL transaction demonstrated that finding strategic interest alone does not complete that equation.

For Nampak Zimbabwe shareholders, the prolonged process also leaves the company operating under an unresolved ownership structure. Strategic capital allocation, investment requirements and the eventual controlling shareholder remain tied to a transaction whose timing and current valuation have not been disclosed.

Its purchase price will establish the first meaningful valuation reset since the US$25 million TSL agreement failed. The financing structure and subsequent investment programme will show how a new controlling shareholder prices Nampak Zimbabwe’s capital requirements against the earnings that can be recovered from the business.