Jannie Mouton’s Curro buyout faces insider trading review

A complaint alleging possible insider trading has surfaced weeks after South African billionaire Jannie Mouton’s charitable foundation won regulatory approval to buy Curro Holdings Ltd. in a R7.2 billion ($426 million) transaction, adding a new layer of scrutiny to the deal.

Regulator reviews Curro share trades

The Financial Sector Conduct Authority, South Africa’s market regulator, said it is assessing reports of suspicious trading in Curro shares in the months leading up to the buyout offer. The regulator confirmed that one of the statutory bodies tasked with monitoring market activity had flagged the trades and submitted a complaint, which remains under review.

The assessment follows the Jannie Mouton Foundation’s Aug. 27 announcement that it intends to acquire all remaining shares in Curro, delist the company from the Johannesburg Stock Exchange (JSE) and convert it into a public benefit organization. The foundation already holds a minority stake in the private school operator.

A review of Curro’s shareholder registers since last year points to a series of transactions by five entities that took place within a relatively short window before the offer was made public. The FSCA has not identified the parties involved, the precise nature of the transactions or which body raised the alert.

Post-offer sales lock profit

Among the trades drawing attention were those involving Citiclient Nominees No. 8, a London-based nominee account linked to Citigroup. The account held roughly 13 million Curro shares from at least July 2024 before increasing its position early this year. It added about 1.7 million shares in April, then stepped up purchases in June and August, accumulating another 7.1 million shares in the weeks before the announcement.

Shortly after the buyout became public, Citiclient sold 8.7 million shares at higher prices, returning its holding to roughly its earlier level. The sequence generated an estimated profit of about R31 million ($1.84 million), based on disclosed trading data. The Public Investment Corporation, which manages assets for the Government Employees Pension Fund, also traded Curro shares during the same period. PIC held around 51 million shares in mid-2024, sold 1.2 million in June 2025, and then repurchased 7.2 million shares in July, less than two months before the offer. Those trades resulted in gains of more than R21 million ($1.24 million).

PIC stated that portfolio management considerations, not prior knowledge of the deal, guided its decisions. “The decision to increase and/or reduce exposure to any stock is a function of our portfolio rebalancing exercise or the trading activity of PIC-appointed active managers,” the asset manager said, adding that it had no engagement with Curro or the Mouton Foundation ahead of the announcement. PIC oversees more than R3 trillion ($177.7 billion) in assets.

Education reinvestment over shareholder returns

Curro is South Africa’s largest independent school network, serving tens of thousands of pupils across pre-primary, primary and high school levels. The group also offers digital learning and multiple curricula designed to cater to a wide range of income groups.

Mouton, founder of PSG Group, built his fortune through early backing of companies such as Capitec Bank, PSG Financial Services and Curro itself. His foundation, established in 2004, has described the proposed acquisition as a long-term commitment to education.

Under the plan, Curro would operate as a public benefit organization, reinvesting future surpluses into new schools, campus expansion and bursaries rather than paying dividends to shareholders. The FSCA’s assessment does not imply wrongdoing, but its outcome could shape how the market views one of the country’s most closely watched education deals this year.