Shareholders of Curro Holdings Limited have granted approval for the company to transition into a nonprofit entity, following the substantial R7.2 billion offer from the Jannie Mouton Foundation. This follows a general meeting convened on Friday, 31 October 2025, where 99.98% of shareholders endorsed the proposal, paving the way for Curro’s anticipated delisting from the Johannesburg Stock Exchange on 2 December 2025.
It should be noted that this development represents one of the largest philanthropic undertakings in South Africa’s private education sector to date.
As reported by Newcastillian News in August 2025, South African billionaire Jannie Mouton, founder of Capitec Bank and PSG Group, had tabled an offer of approximately R7 billion through his trust to acquire Curro Holdings.
If successful, the transaction would see Curro, the country’s largest private school network, delist from the JSE and transition into a nonprofit organisation, thereby broadening access to affordable, high-quality education.
Founded in 1998, Curro Holdings operates over 70 campuses across South Africa, educating more than 60,000 learners with both budget and premium private school options, offering diverse curricula including IEB and Cambridge systems.
The offer, structured via the Jannie Mouton Stigting—a public benefit organisation established in 2004—provides Curro shareholders with R13 per share, delivered as a combination of cash, Capitec Bank shares, and PSG Financial Services shares under a scheme arrangement.
This package represents a 60% premium on the company’s closing price of R8.13 on 25 August 2025 and a 53% premium relative to the 30-day average trading price. Mouton’s track record of pioneering social-impact initiatives through PSG and Capitec underscores the intended charitable focus, with reinvested surpluses earmarked for school expansions, capital projects, and bursaries.
As the organisation evolves into a public benefit organisation (PBO), every surplus generated will be channelled back into expanding school networks, upgrading infrastructure, and funding bursaries, thus extending high-quality education to a wider demographic nationwide.
In addition, independent board chair Themba Maloyi remarked that this represents a “powerful statement about the power of business being a force for social good,” underscoring how such reinvestments will benefit successive generations of students.
This near-unanimous backing from shareholders not only reflects strong faith in the foundation’s vision but also affirms a dedicated path forward for Curro, with profound implications for education in South Africa.
According to the official results announced by Curro in its SENS update on 31 October 2025, the electronically conducted meeting at 14:00 witnessed all resolutions achieving the necessary majorities. Specifically, Special Resolution 1, endorsing the scheme of arrangement, secured affirmative votes from 99.98% of the shares cast, against a mere 0.02% opposition.
This tally encompassed 269,941,160 shares, equating to 47.79% of the overall 564,882,508 shares outstanding. Significantly, no shareholders invoked appraisal rights, facilitating a seamless progression. Curro also highlighted that the transaction depends on securing unconditional—or suitably conditional—approvals from competition authorities in South Africa and Botswana.
As outlined in a prior transaction update submitted to the Johannesburg Stock Exchange on 27 October 2025, numerous critical suspensive conditions have already been met, including endorsements from the Financial Surveillance Department of the South African Reserve Bank and clearances from the South African Revenue Service regarding Curro’s revised memorandum of incorporation, aligning with PBO standards.
Moreover, consents related to the company’s debt financing arrangements have been obtained, positioning the competition authorities’ decisions as the primary remaining obstacle.
Reports indicate that the Namibian Competition Commission has issued unconditional approval, even as evaluations by South African and Botswana regulators continue.
Addressing parental and stakeholder concerns, Curro emphasised operational stability, reassuring through its schools website that “nothing changes immediately for your child’s schooling. Fees, admissions and teaching continue as normal until the transaction is approved and implemented.” This assurance extends to curricula—including IEB, CAPS, and Cambridge—alongside uniform, aftercare, and transportation protocols. School management teams will remain initially unchanged, with subsequent modifications communicated proactively by local leaders.
Although immediate fee reductions are not expected, the nonprofit transition is designed to enhance accessibility through increased bursaries and capital projects, with future surpluses directed toward expansions and infrastructure upgrades rather than investor dividends.
The transaction framework, outlined in the firm intention announcement via Sharenet on 27 August 2025, provides scheme participants with R13 per share, comprising R0.85837 in cash, 0.00284 shares in Capitec Bank, and 0.07617 shares in PSG Financial Services.
The package delivers a 60% premium relative to Curro’s closing price of R8.13 on 25 August 2025, or 53% above the 30-day volume-weighted average of R8.52.
By late October, the imputed value had climbed to R14.18 per share, buoyed by appreciation in linked assets. Following completion, share trading is scheduled for suspension around 26 November 2025, culminating in full delisting.
This deal represents a pivotal shift for Curro, which operates 81 campuses in South Africa, Namibia, and Botswana, educating nearly 72,000 learners—85% of whom are black.
Curro’s portfolio includes upscale Curro Schools, budget-friendly Meridian and Curro Academy Schools, and virtual offerings such as Curro DigiEd Schools and Curro Online.
Despite recent economic pressures, including stagnant growth and strains on the middle class, which caused a one-third drop in half-year earnings, the nonprofit framework is expected to alleviate commercial pressures while enabling investments in rural outreach and scholarship programmes that support broader educational objectives.
Furthermore, Maloyi described the approval as a “momentous occasion for the future of our young leaders in this country,” highlighting shareholders’ recognition of the initiative’s societal benefits. With current leadership and governance structures maintained in the short term, attention now turns to completing regulatory processes by year-end, realising the organisation’s expansive philanthropic vision.
As Curro enters this transformative phase, its reinvestment focus could set a benchmark for other South African industries, illustrating how commercial expertise and communal objectives can converge to stimulate sustainable development.
This strategy not only addresses educational inequality but also fosters long-term progress in underprivileged areas, potentially influencing public-private sector collaboration discussions.
Ultimately, this agreement exemplifies the role of altruism in developing economies, demonstrating how large-scale, strategically structured projects can drive fundamental societal change. By prioritising lasting communal benefits over immediate profits, Curro’s model may inspire a broader reevaluation of enterprise accountability in the region.
Newcastillian News received no compensation for this coverage. All data sourced from Curro Holdings SENS filings and official statements.
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Frequently Asked Questions (FAQs)
It means that while daily school operations remain unchanged, future surpluses will be reinvested into school expansions, bursaries, and infrastructure improvements instead of being paid as dividends.
The Foundation offered approximately R7.2 billion, equivalent to R13 per share, delivered through a combination of cash, Capitec Bank shares, and PSG Financial Services shares.
Curro Holdings is expected to delist from the Johannesburg Stock Exchange on 2 December 2025, pending final regulatory approvals.
Curro has stated that immediate fee reductions are not anticipated, but accessibility will improve through increased bursary funding and infrastructure investment.
The deal awaits final decisions from competition authorities in South Africa and Botswana, with other regulatory approvals already secured.
