FlySafair answers questions about Harith takeover

The recently announced, likely sale of FlySafair to Public Investment Corporation-backed investment group Harith and its affiliates was announced earlier this week.

An internal note to staff from chief executive Elmar Conradie revealed who the affiliate is. The consortium partner is private investment firm Zungu, headed by veteran business leader Sandile Zungu.

In his note Conradie explained to his colleagues that “the Harith consortium includes two funds that Harith manages which give their investor clients exposure to FlySafair. A third is another local investment firm called Zungu which often invests alongside companies like Harith to get exposure to the investments they lead”.

Conradie also further shared why the deal was happening. “The current shareholders have been looking to sell FlySafair for some time. Harith believes in FlySafair as a strong South African business and wants to support its future growth.

“FlySafair is a company we can be proud of. We connect people, support jobs and help the economy every day. This deal shows confidence in the business and in the work you do.” He then cautioned staff not to rely on social media or news reports for information.

FlySafair spokesperson Kirby Gordon responded to questions from The Citizen.

In your internal communication you refer to a Harith-led consortium that includes the Harith-managed funds and Zungu as a co-investor, while public messaging simply refers to “Harith”. For clarity, who exactly is acquiring FlySafair?

The acquiring entity is a newly established special purpose vehicle named Harith Aviation Proprietary Limited (“Harith”). Our press release references “Harith and affiliates”. Harith Aviation is owned by a consortium of investors.

The consortium includes infrastructure funds managed by Harith General Partners and Zungu is one of the strategic co-investors within that consortium. This consortium is mandated by a long-term, principal-led commitment to South Africa’s infrastructure and aviation stability. Harith General Partners acts as the asset manager facilitating the deal and the consortium.

What I can confirm is that the Public Investment Corporation (PIC) is not one of those co-investors.

At this stage, and in accordance with standard practice in transactions that are subject to regulatory approval, the detailed breakdown of the individual investors and their respective shareholdings is being formally submitted to the relevant regulators, who are entitled to first line of sight of that structure. It is normal for that level of detail to not be made public until the regulatory processes have progressed.

Is this a 100% acquisition of Safair Holdings, a controlling stake such as 70-75%, or a partial entry, and which current shareholders are selling?

 This is a 100% acquisition.

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What will the control and board voting structure be post purchase?

Post-completion, Harith Aviation will be the shareholder of FlySafair and will exercise its rights in that capacity. The board of FlySafair will be constituted in accordance with the company’s Memorandum of Incorporation and the applicable regulatory requirements.

Directors will be appointed by the shareholder, being Harith Aviation and will owe fiduciary duties to the company in terms of the Companies Act. The detailed voting arrangements and governance provisions form part of the regulatory filings currently under review and will be assessed by the relevant authorities as part of the approval process.

You’ve said discussions with Harith predate the licensing matter. Would you be willing to share a general timeline of when talks began relative to when ownership compliance questions first arose?

FlySafair’s existing shareholders have had an appetite for an exit for several years. As you will recall, a proposed transaction with Airlink was filed with the Competition Commission in 2019, which demonstrates that discussions around a potential change in ownership long predate the current licensing matter. 

Harith has also had a publicly documented interest in investing in the aviation sector for a number of years, including its involvement in processes relating to Comair and, later, SAA.

Discussions between the parties took place intermittently over time as those broader aviation processes evolved. Harith concluded its involvement in the SAA process in March 2024. 

The Air Services Licensing Council issued its ruling in January 2025 which was subsequently interdicted in October 2025, which remains under review. The current transaction was not initiated in response to that ruling, but forms part of a longer-standing strategic process relating to shareholder exit and sector investment.

The internal note describes the outcome as FlySafair becoming wholly black-owned. Can you clarify how that claim is calculated?

The investors forming the consortium which owns Harith Aviation are all South African and almost exclusively black-owned. The reference to “wholly” in our internal communication is an errata that we will address.

As you may know, Harith celebrates 20 years as a premier South African infrastructure fund manager this year. Their legitimacy as a South African institutional player is a matter of public record. As noted in widely available public reporting (for example through the Mpati Commission findings), Harith has consistently maintained a high standard of governance and cleared of any systemic impropriety. 

Harith operates as a sophisticated South African entity that happens to be black-owned – a fact that is a byproduct of their local founding and commitment to the domestic economy. With over $3 billion in assets under management across the continent, their track record is built on institutional rigour and long-term value creation.

Staff were told there would be no changes to jobs, rosters, salaries or working conditions. Are those assurances intended only for the immediate term, or are they firm commitments beyond the transition period?

These are commitments beyond the transition period.

Given that the consortium has government connections, would there be input from government?

No. Government involvement is limited to the standard regulatory approvals required for a transaction of this nature, including review by the Competition Commission and the relevant aviation licensing authorities.  

The acquiring entity is a private special purpose vehicle backed by institutional investors. There is no role for government in the operational management or governance of FlySafair beyond the ordinary regulatory oversight that applies to all airlines.

If regulatory approvals are delayed or conditions are not met, what contingency plans exist for FlySafair’s ownership structure?

FlySafair continues to operate normally under an urgent court interdict granted last year, which stayed the enforcement of the Air Services Licensing Council’s sanction pending judicial review. That review process remains before the courts.

The current transaction is a strategic shareholder process and is subject to regulatory approval in the ordinary course. Should approvals be delayed or conditions not met, the company will continue to operate within the framework of the existing court order while pursuing all lawful avenues available to it.

There is no immediate risk to FlySafair’s operations as a result of regulatory timing.

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