FSCA Investigates Curro Insider Trading: What It Means
This article will count 0.25 units (15 minutes) of unverifiable CPD. Remember to log these units under your membership profile.
Three sets of investors bought Curro shares before a R7.2 billion buyout offer was announced. One of them then sold days after the price jumped. The Financial Sector Conduct Authority (FSCA) now wants to know whether any of the trades involved insider information, and, if so, who knew what and when.
What the FSCA confirmed
The FSCA has confirmed that it is formally investigating possible insider trading in Curro Holdings shares. The investigation follows suspicious transactions reported to the FSCA before the Jannie Mouton Foundation’s 27 August 2025 offer to acquire the Curro shares it did not already own, delist the company and convert it into a public benefit organisation that would reinvest future profits into new schools.
The offer was pitched at a 60% premium to the share price before the announcement. When the news broke, the share price jumped by more than 50%.
The matter follows a statutory body, such as the JSE or Strate, reporting suspicious transactions to the FSCA late last year. The matter remained “under assessment” until it was escalated to a formal investigation.
That escalation matters. At the assessment stage, the FSCA is essentially deciding whether there is enough evidence to justify taking the matter further. Its powers are limited at this point. Once a formal investigation begins, the FSCA appoints an investigator and has much stronger powers, including the ability to require people to answer questions and hand over documents.
The three sets of trades
A Moneyweb analysis of Curro's shareholder registers identified three sets of unusually timed transactions in the six months before the announcement.
Citiclient Nominees No. 8.
A London-based nominee account of Citigroup that had held a stable position of around 13 million Curro shares from at least July 2024, then started buying more in early 2025. It acquired about 1.7 million shares in early April and then accelerated its purchases in June and August, adding a further 7.1 million shares in total just weeks before the announcement. In early September, days after the price spiked, it sold 8.7 million shares and returned to roughly its pre-April holding. Moneyweb estimated the profit from these trades at around R31 million.
The Public Investment Corporation.
The PIC sold 1.2 million shares in June 2025, then repurchased 7.2 million shares in July, less than two months before the announcement. The increase in the PIC's holding represented more than R21 million in value on the day of the announcement.
Three Mouton family companies.
Jan Mouton Beleggings, Piet Mouton Beleggings and My Favourite Beleggings each bought 7.84 million Curro shares between 10 April and 2 May 2025, at about R70.14 million per entity, roughly R210 million in total. The purchases lifted their collective holding by 32%, to 98 million shares, representing 16% of Curro. Combined gain on announcement day: about R74 million.
Together, the three sets of trades represented estimated gains of about R126 million based on the share price following the announcement. The trades all occurred before the market was told about the proposed buyout.
The FSCA did not disclose which of these transactions it is investigating. It told Moneyweb that because the matter is ongoing, it would not comment on specific transactions or accounts.
What is wrong with this picture?
No one has been found to have engaged in insider trading or otherwise done anything wrong. That point is not a formality, it is the whole point of an investigation. At the time Citigroup declined to identify the beneficial owners behind the nominee account, citing group policy. The PIC denied wrongdoing and said decisions to increase or reduce exposure to a stock come out of its portfolio rebalancing or the activity of its appointed active managers.
The Mouton entities are owned by the Jannie Mouton Familietrust, and the trust's trustees made the investment decisions. Piet Mouton, PSG chief executive and a Curro director, said he recuses himself from any investment decision the trustees make about companies where he serves as a director. Jan Mouton, a trustee of the foundation, said the buyout idea was only conceptualised on 17 May 2025, nearly three weeks after the last of the three purchases. The purchases were disclosed to the market in April and detailed in the October circular.
So what actually is insider trading?
Strip away the technical term and it leaves a simple concept. Insider trading is buying or selling a listed security while you hold price-sensitive information that the rest of the market does not have. It is taking advantage of information you have due to your position and using it for your benefit. We see this behaviour all the time, but we may not formalise it in our minds.
South Africa deals with it in the Financial Markets Act 19 of 2012. Section 77 defines inside information as information that is both material and non-public.
Material means that, if the information were made public, it would be likely to have a material effect on the price or value of the security. A pending takeover at a 60% premium is about as material as it gets.
Non-public means the information has not been made public in accordance with the circumstances recognised by the Act. Telling selected people is not making the information public.
Section 78 then prohibits the conduct. And here is the part most people miss: it is much wider than "I traded on a tip."
How insider trading actually manifests:
Dealing for your own account. The obvious one. An insider knows that he or she has the information on what to buy or sell to make a profit.
Dealing for someone else. The insider trader can place the trade in a family member's name, a trust, or a nominee account. The paper trail changes. The offence does not.
Tipping. An insider who knows they have inside information and discloses it to another person commits an offence, subject to the statutory exception for necessary disclosures made in the proper performance of employment, office or professional functions.
Encouraging or causing someone to deal. An insider who knows they have inside information and encourages or causes another person to deal, or discourages or stops another person from dealing, commits an offence.
Dealing for an insider. A person who deals directly or indirectly, including through an agent, for an insider and knows that the person on whose behalf they are dealing is an insider may also commit an offence.
And this is where accountants need to pay attention. You do not have to be a director to qualify as an insider. The Act's definition extends to people who obtain inside information through their employment, office or profession, as well as people who receive the information from an insider in circumstances covered by the Act. For accountants, auditors, lawyers and other professional advisers, the practical risk is that confidential information obtained through an engagement may become inside information before the market knows about it.
Why insider trading is treated as market abuse
Some people still think of insider trading as a victimless technicality. It is not, and the reasoning is worth understanding because you will be asked to explain it to clients.
There is a counterparty. A person trading with inside information may gain an advantage over market participants who do not have the same information. That undermines the principle that prices should reflect information available to the market as a whole.
The advantage is stolen, not earned. The problem is not simply that someone made money; it is that the person traded with information that the market did not have and that could materially affect the security's price.
It corrodes the market itself. Investors accept risk. They do not accept a rigged table. If ordinary shareholders believe insiders always get there first, they demand a higher return to participate, or they stay out. Capital gets more expensive for every listed company, including the honest ones. As we explored in Red Flags and Right Choices, fraud is rarely contained to the people who commit it.
The financial consequences can be severe. Section 82 of the Financial Markets Act provides for an administrative sanction that can include the equivalent of the profit made or loss avoided, an additional amount of up to R1 million adjusted annually for CPI plus three times that profit or loss, interest and investigation costs. In cases involving disclosure or encouraging or discouraging another person to trade, the sanction can also include any commission or consideration received for the disclosure or encouragement. The Act can also impose liability in relation to the profit or loss arising from another person's dealing in circumstances covered by sections 78(4) and (5), including through the joint-and-several-liability provisions in section 82(3). Depending on the circumstances, conduct may also result in criminal proceedings, and the FSCA has worked with the National Prosecuting Authority and other law-enforcement agencies in market-abuse matters.
This is not theoretical. In December 2022, the FSCA imposed a revised administrative penalty of R20 million on Markus Jooste for contravening section 78(5) of the Financial Markets Act by encouraging people to trade in Steinhoff shares while he was in possession of inside information.
What this means for your practice
You are more exposed to this than you think. Compilation work, management accounts, due diligence, valuations, board packs and group restructurings can all expose you to confidential information that may meet the statutory definition of inside information before it is made public.
Four things to do this week:
Consider adopting a personal account dealing policy. As a minimum internal control, consider requiring staff, and, where appropriate, immediate family members, to obtain written clearance before trading in securities of clients or relevant counterparties.
Identify your insider engagements. Go through your client list and mark every engagement that touches a JSE-listed entity or its group. Consider restricting access to those files rather than allowing unrestricted access through shared drives.
Brief your staff on tipping. Most people understand "don't trade." Far fewer understand that mentioning a deal to a spouse who then buys is the same offence. Say it out loud in a team meeting.
Know your reporting duty. If you become aware of possible insider trading or other non-compliance with laws and regulations, do not simply assume that confidentiality means you must remain silent. Your professional obligations under the applicable NOCLAR requirements may require you to take specific steps, depending on the circumstances. Choosing Freedom Over Fear sets out how NOCLAR works and what it requires of you.
The Curro investigation will take as long as it takes. The FSCA has said its duration is case dependent. But the lesson does not wait for the outcome: when confidential information could constitute inside information, how you handle it matters. For accountants, strong confidentiality controls, restricted access and clear personal-account-dealing rules can help keep the line between professional knowledge and prohibited market conduct clear. Our piece on Ethics Under Pressure sets out the routine that keeps that line clear.
👉 Join CIBA and we'll show you how to turn confidentiality and ethics compliance into a service your clients will pay for.
