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  • 07 Jul 2025

Opportunism in Botswana’s Listed Property Sector - PrimeTime Property Holdings Update Post RDC’s Offer Circular


PrimeTime Property Holdings Limited (PRIMETIME:BOT), 0 | RDC Properties Limited (RDCP:BOT), 0

  • Golden Section Capital
    • Garreth Elston


 

PrimeTime is a Botswana-headquartered, BSE-listed property company with a resilient and well-diversified portfolio. With 64.07% of its asset value and 66.67% of GLA located in Botswana, the group is structurally exposed to the most resilient economy in the region. Zambia contributes 31% of value, while South Africa is a minor exposure at under 4.93%. Across all three markets, portfolio vacancies remain near zero, and rental income is underpinned by largely institutional-grade tenants. The interim results to February 2025 reaffirm this strength. Revenue rose 6% year-on-year, net asset value increased to P950 million, and the loan-to-value ratio improved to 47%. The group plans to deploy proceeds from recent asset sales to reduce debt, and its average funding cost stands at 7.8%. Importantly, the group maintained cost discipline even while absorbing the legal and strategic costs of resisting RDC Properties’ hostile merger approach. Updating our 2024 fair value, we currently value PrimeTime at P2.15 per unit, reflecting a 33.27% upside to current market pricing. The disconnect between market pricing and actual disposal values achieved (at or above book) confirms that the current discount to NAV is unjustified. RDC Properties has launched an unsolicited, all-share offer to acquire PrimeTime. The offer is thin on detail and fails to establish any convincing case for strategic or financial merit. There is no synergy plan, no asset-level rationale, and no premium offered for control. Instead, RDC proposes to exchange undervalued RDC shares for PrimeTime’s far superior Botswana portfolio, in effect asking PrimeTime unitholders to subsidise its own valuation shortfall. The offer is flawed in three critical ways: Valuation Mismatch: The exchange ratio implies a steep discount to PrimeTime’s intrinsic value, and materially undervalues its Botswana-dominated portfolio. No Control Premium: Despite being a hostile attempt at effective control, RDC offers no financial incentive to PrimeTime’s unitholders. Governance and Alignment Risks: RDC’s structure raises legitimate questions around management independence, capital allocation priorities, and post-merger integration capability. PrimeTime, by contrast, has a defined governance model, institutional ownership, and a track record of tenant and asset management discipline. In short, RDC is attempting to buy quality Botswana assets using undervalued RDC paper. This is not value creation. It is a transfer of value from PrimeTime unitholders to RDC. PrimeTime continues to deliver on operational performance and portfolio quality, anchored by its dominant Botswana exposure. Zambia and South Africa provide optionality, but the value case rests on a solid, income-generating core that is being mispriced by the market. The RDC offer is a distraction, not a solution.

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Opportunism in Botswana’s Listed Property Sector - PrimeTime Property Holdings Update Post RDC’s Offer Circular


PrimeTime Property Holdings Limited (PRIMETIME:BOT), 0 | RDC Properties Limited (RDCP:BOT), 0

  • Published: 07 Jul 2025
  • Author: Garreth Elston
  • Pages:
  • Golden Section Capital


PrimeTime is a Botswana-headquartered, BSE-listed property company with a resilient and well-diversified portfolio. With 64.07% of its asset value and 66.67% of GLA located in Botswana, the group is structurally exposed to the most resilient economy in the region. Zambia contributes 31% of value, while South Africa is a minor exposure at under 4.93%. Across all three markets, portfolio vacancies remain near zero, and rental income is underpinned by largely institutional-grade tenants. The interim results to February 2025 reaffirm this strength. Revenue rose 6% year-on-year, net asset value increased to P950 million, and the loan-to-value ratio improved to 47%. The group plans to deploy proceeds from recent asset sales to reduce debt, and its average funding cost stands at 7.8%. Importantly, the group maintained cost discipline even while absorbing the legal and strategic costs of resisting RDC Properties’ hostile merger approach. Updating our 2024 fair value, we currently value PrimeTime at P2.15 per unit, reflecting a 33.27% upside to current market pricing. The disconnect between market pricing and actual disposal values achieved (at or above book) confirms that the current discount to NAV is unjustified. RDC Properties has launched an unsolicited, all-share offer to acquire PrimeTime. The offer is thin on detail and fails to establish any convincing case for strategic or financial merit. There is no synergy plan, no asset-level rationale, and no premium offered for control. Instead, RDC proposes to exchange undervalued RDC shares for PrimeTime’s far superior Botswana portfolio, in effect asking PrimeTime unitholders to subsidise its own valuation shortfall. The offer is flawed in three critical ways: Valuation Mismatch: The exchange ratio implies a steep discount to PrimeTime’s intrinsic value, and materially undervalues its Botswana-dominated portfolio. No Control Premium: Despite being a hostile attempt at effective control, RDC offers no financial incentive to PrimeTime’s unitholders. Governance and Alignment Risks: RDC’s structure raises legitimate questions around management independence, capital allocation priorities, and post-merger integration capability. PrimeTime, by contrast, has a defined governance model, institutional ownership, and a track record of tenant and asset management discipline. In short, RDC is attempting to buy quality Botswana assets using undervalued RDC paper. This is not value creation. It is a transfer of value from PrimeTime unitholders to RDC. PrimeTime continues to deliver on operational performance and portfolio quality, anchored by its dominant Botswana exposure. Zambia and South Africa provide optionality, but the value case rests on a solid, income-generating core that is being mispriced by the market. The RDC offer is a distraction, not a solution.

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