FSCA confirms insider trading investigation into Curro shares
· Citizen
The Financial Sector Conduct Authority (FSCA) has confirmed to Moneyweb that it is investigating possible insider trading in Curro Holdings shares ahead of the Jannie Mouton Foundation’s R7.2 billion buyout offer.
This follows a statutory body, such as the JSE or Strate, reporting suspicious transactions to the FSCA late last year, which until recently remained “under assessment” by the FSCA.
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The FSCA stated in response to Moneyweb questions that when it receives a market abuse complaint, it first goes through an assessment stage.
“During this phase the FSCA will evaluate whether the facts suggest a potential violation of the market abuse provisions… and if this threshold has been met, we would then consider various relevant factors relating to case selection, to determine whether an investigation would be the most effective regulatory tool.”
The FSCA has limited powers during an assessment phase, but during a formal investigation it “appoints an investigator and gains additional investigative powers, including powers to compel verbal testimony, production of documents, etc”.
Three sets of transactions
A Moneyweb analysis of Curro’s shareholder registers last year identified three sets of unusually timed transactions in the six months before the offer was announced.
These are:
- Purchases by the foreign nominee account Citiclient Nominees No. 8;
- Purchases by the Public Investment Corporation (PIC); and
- Share acquisitions by three companies owned by the Jannie Mouton Familietrust.
The FSCA did not disclose which of these transactions is now under investigation.
“Given that the matter is ongoing, it is not appropriate for the FSCA to comment on any specific transactions or accounts,” it said, adding that the duration of an insider trading investigation is “case dependent”.
Background
Curro announced on 27 August 2025 that the Jannie Mouton Foundation had offered to acquire all the shares it did not already own, delist the company, and convert it into a public benefit organisation that would reinvest all future profits into new schools.
The offer price represented a 60% premium over the pre-announcement share price, and led to the share price spiking by more than 50% after the announcement.
The trades identified by Moneyweb preceded that announcement.
Citiclient Nominees No. 8
London-based Citiclient Nominees No. 8 is a nominee account of Citigroup, one of the world’s largest financial institutions. A nominee account is an arrangement in which a financial institution holds securities in its own name on behalf of the underlying investor.
At the time, Citigroup responded to Moneyweb questions and said it does not disclose the identities of beneficial owners, citing the group’s policy “not to comment on such matters”.
The shareholder registers show that Citiclient Nominees No. 8 held a stable position of around 13 million Curro shares from at least July 2024, but began accumulating additional shares early in 2025.
It acquired about 1.7 million shares in early April and then accelerated its purchases in June and August, just weeks before the announcement – adding a further 7.1 million shares in total.
Citiclient then sold 8.7 million shares a few days later, in early September, at the sharply higher prices, effectively returning to its pre-April holding.
The trades generated an estimated profit of around R31 million.
The PIC
The PIC, a long-standing Curro shareholder, sold 1.2 million shares in June 2025 and repurchased 7.2 million shares in July, less than two months before the announcement.
This trade was worth more than R21 million on the day of the announcement.
At the time, the PIC denied any wrongdoing and said decisions to increase or reduce exposure to a stock are “a function of our portfolio rebalancing exercise or the trading activity of PIC-appointed active managers”.
Mouton entities
Several entities owned by the Jannie Mouton Familietrust also traded in Curro shares between 10 April and 2 May, less than six months before the announcement.
The entities – Jan Mouton Beleggings, Piet Mouton Beleggings and My Favourite Beleggings – each acquired 7.84 million Curro shares at a cost of about R70.14 million per entity, or roughly R210 million in total.
The purchases lifted their collective holding by 32% to 98 million shares, or 16% of Curro. The transactions were disclosed to the market in April and detailed in the October circular.
Their combined gain on the announcement date was about R74 million.
Despite the companies being named after founder and former PSG CEO Jannie Mouton’s children Jan, Piet and Charité (My Favourite Beleggings), the Jannie Mouton Familietrust owns them, and the trust’s trustees made the investment decisions.
Piet Mouton, CEO of PSG and a director of Curro, said in response to questions last year that he recuses himself from any investment decision the trustees make in companies on which he serves as a director.
Jan Mouton, a trustee of the foundation, also said the idea of the buyout was conceptualised on 17 May 2025, almost three weeks after the last of the three entities’ purchases.
Jan Mouton did not respond to questions about the FSCA’s decision to formally investigate possible insider trading.
This article was republished from Moneyweb. Read the original here.