Vantor Mobility Group — Capital Structure, Use of Proceeds & Exit Strategy
The ZAR 7.2 billion sequenced capital programme across Series A, Series B and mezzanine, the use of proceeds, and the exit strategy and projected investor returns including the 27.4% base-case IRR and 3.1× money multiple.
Section 14 · Business Plan
Capital Structure, Use of Proceeds & Exit Strategy
The ZAR 7.2 billion sequenced capital programme across Series A, Series B and mezzanine, the use of proceeds, and the exit strategy and projected investor returns including the 27.4% base-case IRR and 3.1× money multiple.
VMG is seeking total capital of R7.2 billion across the first 36
months of operations, comprising a Series A round of R4.4 billion,
senior bank debt of R1.0 billion drawn in Phase 1, DFI debt of R0.6–1.0
billion progressively from Year 2, and a Series B equity round of
approximately R1.0 billion in Year 3. The blended capital structure is
designed to optimise the cost of capital while retaining adequate
balance-sheet resilience under stress scenarios.
14.1 Capital Stack & Funding Waterfall
| Tranche | Instrument | Quantum (R bn) | Timing | Pricing / Terms |
|---|---|---|---|---|
| Series A — Equity | Ordinary shares | 3.4 | Month 1–4 | Lead investor 25%, syndicate, founders |
| Series A — Senior debt | 5-year amortising loan | 1.0 | Month 4–12 | JIBAR + 350bps, 5-yr tenor, 2-yr grace |
| DFI Tranche A | Development debt | 0.6 | Month 14–18 | JIBAR + 275bps, 8-yr tenor, ESG-linked |
| DFI Tranche B | Development debt | 0.4 | Month 26–30 | JIBAR + 275bps, 8-yr tenor, ESG-linked |
| Series B — Equity | Ordinary shares | 1.0 | Month 28–32 | Priced based on Y2 audited performance |
| Working capital RCF | Revolving facility | 0.3 | Month 6 onwards | JIBAR + 250bps, committed for 3 years |
| Total Programme | 6.7 | Plus R0.5bn lease finance on terminals |
Table 29. Capital programme by tranche.
14.2 Use of Proceeds
The Series A proceeds and accompanying senior debt are deployed
across five major capital categories, with detailed sub-allocations in
the operational model. The use of proceeds is structured to deploy the
majority of capital into revenue-generating assets (coach fleet,
terminals) with comparatively limited spend on overhead infrastructure
or non-essential corporate items.
| Category | Amount (R bn) | % of total | Description |
|---|---|---|---|
| Coach fleet acquisition | 3.80 | 53% | Initial 300 coaches Phase 1 plus down-payments for Phase 2 deliveries; spread across two OEMs with mixed economy/business class configurations. |
| Terminals & infrastructure | 1.60 | 22% | 5 flagship terminals (JNB, Pretoria, Cape Town, Lusaka, Harare) plus secondary facilities; design, land, construction, fit-out and integrated systems. |
| Working capital | 1.00 | 14% | Initial operating-cost runway, inventory, receivables financing through 12 months of ramp. |
| Technology platform | 0.80 | 11% | Core booking engine, mobile applications, dynamic pricing, fleet telematics, business-intelligence, cybersecurity. |
| Brand, launch marketing & contingency | 0.50 | 7% | Multi-market brand launch campaign, contingency reserve for procurement and FX variance, transaction costs. |
| TOTAL | 7.70 | 107% | Includes R0.5bn lease-financed terminal commitments not on the equity capital stack. |
Table 30. Use of proceeds — capital allocation by
category.
14.3 Investor Returns Profile
The base-case projection delivers a Series A equity IRR of 27.4% and
an equity multiple of 3.1x on a 5-year hold, with downside scenarios
still producing positive double-digit IRR. Returns are driven primarily
by EBITDA growth (representing approximately two-thirds of value
creation) with the balance from multiple expansion as the business
matures from an early-stage capital-intensive growth platform to an
established scaled operator.
| Series A Return Profile | Downside | Base | Upside |
|---|---|---|---|
| Year 5 EBITDA (R bn) | 1.55 | 2.67 | 3.65 |
| Exit multiple (EV/EBITDA) | 8.5x | 9.0x | 9.5x |
| Implied enterprise value (R bn) | 13.2 | 24.0 | 34.7 |
| Less: Net debt at exit (R bn) | (2.5) | (2.1) | (1.8) |
| Implied equity value (R bn) | 10.7 | 21.9 | 32.9 |
| Less: Series B dilution (~18%) | (1.9) | (3.9) | (5.9) |
| Series A equity proceeds (R bn) | 7.6 | 13.6 | 20.4 |
| Series A capital deployed (R bn) | 4.4 | 4.4 | 4.4 |
| Equity multiple | 1.7x | 3.1x | 4.6x |
| Equity IRR | 11.6% | 27.4% | 38.9% |
Table 31. Investor return profile under each scenario.
14.4 Valuation Benchmarking
VMG’s projected exit multiple of 9.0x EBITDA in the base case is
benchmarked against listed mobility comparables and recent
private-market transactions. The selected comparable set comprises
FlixSE (mobility platform), Estoril Sol / National Express (regional bus
operators), Mobility ADO (Mexican intercity bus group), and selected
emerging-market public-transport operators. The benchmark range supports
a 7.5x–10.5x multiple at exit, with VMG’s positioning toward the upper
end justified by the platform component of revenue and the Pan-African
growth runway extending beyond the plan horizon.
14.5 Exit Strategy
VMG’s exit strategy is designed to retain multiple credible options
through the plan period, avoiding lock-in to any single path. Each
option is actively prepared for over the 60-month period, with explicit
gating events (Board strategic reviews) at Months 36 and 60. The Group
anticipates one of three exit paths.
- Strategic trade saleSale to a global mobility
platform (e.g. FlixSE, Mobility ADO, Stagecoach International) or a
Pan-African strategic (e.g. Trencor, Imperial-OneLogix). This path is
well-precedented in the sector and typically achieves premium valuations
relative to financial-buyer alternatives. - JSE listingInitial Public Offering on the
Johannesburg Stock Exchange (Main Board), supported by a 12–18 month
pre-IPO preparation period. This path provides liquidity for early
investors while retaining the business as an independent
African-headquartered listed entity. - Secondary private-equity transactionSale to a
larger private-equity sponsor or sovereign-backed fund (e.g. PIC, GEPF,
NEPAD, AfDB-backed vehicles) to support the next phase of Pan-African
expansion. Provides liquidity for Series A investors while retaining the
operating thesis intact.
The Group’s preferred path is informed by valuation, certainty of
execution, and alignment with management and remaining shareholders. The
exit decision will be taken by the Board on the recommendation of an
independent committee of non-executive directors and supported by tier-1
investment-banking advisors. Pre-emptive rights and tag-along
arrangements will be governed by the Shareholders’ Agreement.
Confidential — this business plan is provided to prospective investors and lenders for evaluation purposes only and may not be reproduced or distributed without the written consent of Vantor Mobility Group (Pty) Ltd.