South Africa’s financial regulator has opened a formal insider-trading investigation into shares bought before billionaire Jannie Mouton’s foundation announced its approximately $450 million takeover of private-school group Curro.
The Financial Sector Conduct Authority confirmed the escalation to *Moneyweb*, which has investigated trading in Curro shares before the R7.2 billion offer was announced on 27 August 2025.
The regulator had initially conducted a preliminary assessment to determine whether the trading warranted further action. It has now moved to a formal investigation.
That step gives investigators stronger powers to demand information, obtain trading records and question people connected to transactions under examination. It does not mean that insider trading has been proved.
The FSCA has not publicly identified the investors, accounts or individual transactions covered by the formal investigation.
**Millions of shares changed hands before the announcement**
Several large Curro transactions had reportedly occurred in the months before the takeover offer became public.
One account, Citiclient Nominees No. 8, reportedly accumulated approximately 8.8 million additional Curro shares before the announcement.
It subsequently sold about 8.7 million shares, producing an estimated profit of approximately R31 million.
A nominee account holds securities on behalf of underlying investors. The published shareholder name consequently does not reveal the identity of the person or institution that ultimately directed the trades.
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The Public Investment Corporation also reportedly purchased approximately 7.2 million Curro shares before the announcement. The rise in Curro’s share price following the offer produced an estimated paper gain exceeding R21 million on those shares.
The PIC previously said that its officials did not engage with Curro or the Jannie Mouton Foundation before the transaction was announced.
Companies associated with the Mouton family acquired approximately 25 million Curro shares in April and early May 2025.
The family maintained that those purchases were ordinary long-term investments and were completed before the foundation decided on 17 May to pursue a takeover of Curro.
The transactions were subsequently disclosed in the takeover documents.
None of these trades has been publicly identified by the FSCA as unlawful. Moneyweb’s calculations are estimates, not findings made by the regulator.
**A takeover that sent Curro shares soaring**
The Jannie Mouton Foundation offered R13 for each Curro share it did not already own.
The price represented a premium of approximately 60% to Curro’s 30-day average share price before the announcement.
Curro’s shares rose by more than 50% after the offer became public, immediately increasing the value of positions accumulated before the announcement.
The transaction was unusual because shareholders did not receive only cash. The consideration included cash as well as shares in Capitec and PSG Financial Services.
Mouton helped establish PSG and was an early backer of Capitec, which grew into one of South Africa’s largest banks by customer numbers.
His foundation already owned approximately 3% of Curro before launching the offer.
The takeover was presented as a philanthropic education investment rather than a conventional leveraged buyout. The foundation planned to convert Curro into a public-benefit organisation and reinvest future surpluses in new schools, facilities and bursaries.
Curro operates South Africa’s largest independent school network and educates more than 70,000 pupils.
**What investigators must establish**
Insider trading generally involves dealing in securities while possessing important confidential information that would affect the share price once disclosed.
The investigation must therefore establish who controlled the relevant accounts, when they traded, what information they possessed and whether they had links to Curro, the foundation or advisers working on the transaction.
Advisers, lawyers, bankers, executives and institutions involved in a large takeover can gain access to confidential information before the market announcement. That access does not itself establish wrongdoing.
The timing of the trades and the profits that followed explain the regulatory interest, but neither is sufficient on its own to prove that confidential information was used.
There is no published evidence that Mouton personally traded illegally or that the foundation authorised improper dealings.
The FSCA has not said when it expects to complete the investigation or whether it has issued summonses.
The formal investigation nevertheless adds a new legal dimension to one of the largest education transactions in South African history.