The JSE has decided to impose a public censure on mining investment company Mantengu as a result of its failure to comply with important provisions of the stock exchange’s listing requirements.

The JSE identified a potential breach of listing requirements by the company in 2024 when Mantengu submitted formal communication to the JSE regarding an unrelated matter.

The breach relates to a transaction that occurred in 2023 when Mantengu was in the final stages of acquiring a noncore subsidiary of a blue-chip mining company.

The JSE explains Mantengu submitted a binding offer on May 16, 2023, to acquire 100% of the target company’s issued shares, following which a series of engagements were held with the parent company on June 1, 2023.

During this process, Mantengu submitted court records to the JSE, which included an Anton Piller application filed against a former director of Mantengu. These court records contained annexures comprising of WhatsApp messages exchanged between an executive of the company, and the former director.

According to the WhatsApp messages, on May 16, 2023, the executive had informed the former director that Mantengu had submitted an offer for the target company. Following this WhatsApp exchange, it became apparent that the former director was not only aware that the company had submitted a binding offer for the target company, but by June 14, 2023, the former director had obtained knowledge of the specific terms of the offer, including the proposed purchase consideration, from a source other than the company.

The JSE says it is confident the executive was aware that the confidentiality of information relating to the company's binding offer had been breached.

The information contained in the binding offer signed by Mantengu on May 16, 2023, was price sensitive in terms of the listing requirements as it was specific and could have had a material impact on the price of Mantengu’s shares.

The JSE requires that an issuer publish a cautionary announcement when it becomes aware of any price sensitive information not being able to be maintained or if the confidentiality may have been breached.

The stock exchange argues that the executive was aware that confidentiality has been breached in respect of the binding offer, as the former director obtained this knowledge from a source other than the company and had confirmed such knowledge directly to the executive.

At that point, Mantengu ought to have published a cautionary announcement to inform the market that it was engaged in negotiations relating to a potential acquisition.

“Cautionary announcements play a critical role in promoting fair and transparent trading by ensuring that all investors have equal access to price sensitive or confidential information that may affect a company’s securities or influence investment decisions,” the JSE explains.

In this regard, the JSE considers Mantengu’s failure to publish a cautionary announcement, despite being aware that the confidentiality of the price sensitive information had been breached, as a serious lapse in its disclosure obligations.

While Mantengu might not have been in a position to disclose the detailed nature or specifics of the negotiations at that stage, a cautionary announcement would have served to alert shareholders to the potential impact and to advise them to exercise caution when trading in shares, the JSE states.

The detailed terms of the acquisition were formally disclosed on October 10, 2024, through a statement titled Mantengu acquires Blue Ridge Platinum, which provided shareholders and the market with the relevant information regarding the transaction.

The JSE’s public censure is a formal, public announcement issued by the exchange to reprimand listed companies, directors or sponsors for breaching the listing requirements. A censure is considered a serious penalty that damages the reputation of the company involved and often accompanies fines.

For context, the executive is no longer in the employ of Mantengu.

Mantengu’s original complaint to the JSE related to alleged share price manipulation in 2025. Mantengu claims the JSE ignored the company’s concerns and rather investigated the company for alleged breaches of certain listing requirements.

The company’s CEO at the time Mike Miller believed there was a syndicate colluding in moving Mantengu’s share price and that there had been various attempts on his life.

The JSE maintains that Mantengu’s claims against its executives and staff for involvement in share price manipulation is false and without merit. The Financial Sector Conduct Authority, at the time of Mantengu’s complaint to the Directorate for Priority Crime Investigation, did not find evidence of wrongdoing on the JSE’s part.