Tetramerginisation

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Yeah. It’s a real word. I made it up. In the world of covfefe, meandos, and expropriation, perhaps it too, will catch on.

In the merger of two entities, nothing is as simple as just adding two balance sheets together, or assuming that 1 profit plus 3 profits will equal 4 profits.

We feel that the end product of a merger of two entities should look something like this:

2018-09-10_20-40-13s

It may end up being a bit rough around the edges, but the idea is to create value, at least equal to the sum of its parts soon after the close.

But too often, the idea of making an acquisition is a lot more exciting than the eventual outcome. The result of poor planning and consideration is the destruction of value:

2018-09-10_20-45-24s

M&A history is littered with grand announcements of mergers “which will be finalised as soon as proper studies have been conducted”. A year later, the deals are called off. In the meantime, both entities have seen the destruction of value. The value of shares have been all over the place. Staff members have started looking for other jobs, worried about their prospects. Competitors are forwarding all manner of rumours around the very businesses which are trying to grow their value.

If yours is a relatively small business, then you have the advantage of being able to plan and plot carefully with the owners of the other business, well in advance of even telling your staff. If it is not going to work, it is not going to work. If you are going to struggle to make it work, at least you can be aware of the difficulties which are coming your way.

 

Your C Suite

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Remember the days when the guys who ran your business were “the directors”? That later changed to “the executive”.

More recently it is the collection of chiefs. The chief executive officer, the chief financial officer, the chief operations officer. Then we all got to grips with the acronyms associated with them: CEO, CFO, COO, and CTO.

So where the directors sat on the board, the chiefs now all sit in the “C-Suite”. And these are the guys who count when you want to sell your business.

Here is why…

If your business has significant value, then you are unlikely to sell your business to an individual. That means that the new owner of your business will be an industry player.

On the horizontal, it will be a competitor or a complementary business which will acquire your business as “a bolt on”. On the vertical, it will be by way of selling your business to a supplier or a customer.

The horizontal buyer gains markets and products. The vertical gains margin for the acquirer.

When you play with your nest egg at this level, you are up against people who do this a lot more than you do. So you may have a CEO, CFO, and a COO on your side. The guys on the other side of the table will have the same TLAs (three letter acronyms) and a few others besides.

Special chief

The big suitor often has a dedicated officer to deal with you. This will be a specialist in finding and negotiating deals.


You can have your own specialist preparing you if you join our CSuite programme.


 

Their CFO might be given the job. Except that those people are often so engrossed in the day to day numbers. They worry about the way in which an acquisition would affect the ratios. The CFO is often one of the people who are more valuable adjudicating the recommendation. The CEO is also trying to run a business.

The C-Suite has to run the business. They owe that duty to the shareholders. It often appoints a non-executive director or a significant shareholder to negotiate acquisitions.

You will do this very few times in your life. Your opposite number is already prepared. He (she) is up to date on what is what in the acquisition industry. You are about to change your entire life. That is real. Right there.


Let someone who is up to date get you up to speed by joining our CSuite programme.


Their acquisition officer’s job is to get something valuable for as little as possible and on the best terms possible (for the buyer). The acquisition officer gets to look at lots of possible acquisitions. He can afford to walk away. Nobody ever got fired for not making an acquisition. (OK, there was that one time.)

Who has the stronger hand here?

When you start to push the pace in these negotiations, you weaken your position.
When you are not prepared before the discussions, you weaken your position.
When your pitch obfuscates or is unclear in standard presentation standards, you weaken your position.
When you wait until the imperative to sell is immediate, your position is very weak.

You will lose when your position is weak. By “lose” I mean you will leave a significant amount of money on the table. It won’t even be your table anymore.

Get yourself prepared. Get your business prepared. This does not mean putting your business on the market. It means getting your house in order. It means identifying weaknesses in your business and mitigating them. It means identifying and presenting the stuff that really matters to buyers of businesses.

It means you should join a programme like CSuite.

It is a bite size chunk, programmed, easy bits and pieces plan to make a huge difference to your life.

Data room virtual tickets

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Long, long ago in a previous century, when a company was for sale, it created a data room as a place for all the due diligence documents. Various suitors sent their accountants, bean counters, attorneys, and commercial spies to look. It was a dodgy affair.

It took the form of an actual room where interested buyers could view all the documents relevant to the target business. Nothing was allowed to leave the room. All participants signed a non-disclosure document.

Then along came fax machines. To save time, people asked for financial statements to be faxed to them. The thermal fax paper would fade, and so would the information.

A little while later the internet arrived. Then people sent all sorts of information in an electronic format, to be stored forever on the recipients’ servers. And nobody thought this was strange. There were clauses in the non-disclosure documents (if they were ever signed) which called for the destruction of all information on demand. I remember that happening once. By deal-time, everybody was just so chuffed that they either had a business or a chunk of cash. In some cases, competitors had some interesting information on the business.

More recently people started sharing dropbox links, and similar accessibilities. And then one day people woke up to the fact that trusted people shared those links with gay abandon. Control could be easily lost.

Enter the virtual data room

A virtual data room gives control of the data back to the owner of the data. He can put information into it in layers, requiring more and more permission to progress. The owner can revoke permission whenever he wants, for whoever he wants.

He can control the sort of access the visitors have. From a curtained view window to a full-screen online view, to full downloadable access, and some steps between. If he sets up his room properly, when he revokes permission, even downloaded documents will become unreadable.

21st Century stuff.

The lies of agents

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“You have wasted so much of our time”.

It was not true. Worse it was such an obvious untruth, meant to gas light our client. Worse than that even, it was a lie meant to empower and aggrandise the liar. It was meant to cover up the failures of the agent and give him a bit more space with his client.

Some background

We have helped our client build up a significant body of evidence in his business. It has growing sales, even faster-growing profits, and significant cash reserves. The staff complement is small, and the inventory holdings are well under control. The business happens to own the intellectual property of its biggest customers. It is a fantastic business.

An agent for an obvious acquirer has been looking at the business. He has conducted, what we were first told was a due diligence. In reality, it was little more than a stalling shuffle for an asset grab.

When my client refused the first suggestion on a takeover, the suitor asked for another chance. We prepared a bunch of supporting documentation to help him understand the value of what they were looking at. All that information went into the data room.

The second proposal was marginally better than the first. But it was also rejected. My client countered with something which reflected the requirements of the shareholders.

He put his proposal to the suitor who responded with a statement to the effect that he had wasted the time of the agent and his client. That was an interesting thing to say.

Virtual data room

Our client built his value proposition into one of our data rooms over an extended period. All the information necessary to make a decision about whether to acquire the business in one place. It is layered in its accessibility to different grades of interested parties. So a “prospect” has access to less sensitive data than an “investor”, who has less access than an eventual “new owner”.

Permissions can be granted and revoked easily. And when the deal is finally consummated, all the unsuccessful bidders and tyre kickers have no more access to the information. Ever.

So back to the suitor’s agent and the hissy fit. Had my client wasted his time? Actually no. You see, the virtual data room also has a very detailed history of which documents were viewed, at what time, and for how long. All the way down to page level. It also gives information about the level of interaction with the documents. Neither the agent nor his client had accessed the valuation arguments, for a single minute after they asked for a second chance.

The agent had based his bluster about the waste of time on a frustration. His client was unable to grab an asset. He did not want to pay fair value. There’s a lot of that going around. The jibe aimed at making our client feel bad was rubbish. We could prove that to him as he took a much better option.

Valuation Myths: Valuation is always based on profit

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PYBFS022

A while back I suggested that business owners should spend less time worrying about their sales turnover, and consider the importance of net profit when apportioning value to their businesses. While that certainly puts us on the right track, it may also lead down a trail of misrepresentation.

The basis for the earlier assertion is that buyers of businesses are looking for a return on investment, and similar businesses with similar sales figures will be differentiated in their value by the bottom line. Nothing wrong with that assertion until we introduce some other variables.

You may recall that both businesses we previously spoke of were in different cities, manufacturing the same goods with the same turnover and similar expenses, but one had a lower cost of sales because it is closer to its principal suppliers. It had an immediate advantage with stronger cash flows, and after paying the same expenses as its counterpart, ended up with more profit. We concluded therefore that the more profitable business would be more valuable, and we are probably correct.

So for the purposes of this discussion, let’s assume that all those variables are equal; the two businesses are very close together and now have the same suppliers at the same prices, and therefore the bottom line is the same for each.

Fixed Asset Value

The variable we will introduce now is in the fixed asset value of the business. One business invested heavily in equipment twenty years ago. At the time the owner was lucky enough to be granted a loan to get up and running, and he bought his equipment very wisely. He concentrated on good German technology, perhaps spending a bit more than he could really afford at the time. But heck, it has been worth it. He has hardly had a breakdown.

Every year he takes his wife to Europe for two weeks where they spend two days justifying the trip by “visiting the factory parts division” where they purchase the dies for the next year, even if last year’s dies were only installed six months ago previously. Having placed the order (which may as well have been done online) they continue on for their annual ski holiday.

A business like this will typically have written off in their books all the machinery except the new delivery vehicle for which they paid cash. So the equipment has very little carrying value and would probably not fetch a very high price on the open market given the new computer controlled wizardry that is available today – the same electronics that makes the replacement value sky high.

On the other hand, Darrel

This business’s neighbour with the similar profit has done things differently: He was never able to get a loan because the government had introduced some social engineering into the mix at the time he got into business, and money was less easy to get hold of for him. So he relied on supplier rental finance to start with, scraping and battling along until things started to happen. With growth he invested wisely in new equipment, replacing and modernizing, and then as the whole factory hit its sales and production straps, he was able to really go to town on the latest and greatest.

He does not have the old workhorse machinery that will never break, but he does not really need to worry about that because he has a good replacement and modernising policy. The machinery is taken apart every year at the annual shut down when agent trained technicians move in, replace, lubricate and provide a new warranty for the next twelve months.

So which business is more valuable? Answers on the back of a R200 note and send to….

This situation immediately takes the “multiplar-bar-twenty” crowd out of the equation as far as providing a reliable valuation is concerned. The first owner would perhaps be grateful, but the second one would be leaving cash on the table, without a doubt.

This is a very simple example, and of course, there are other variables which come into play as well which we will deal with later. When they are all taken together, some interesting dynamics mean that valuing a business is best left to professionals who know what businesses really sell for at the current time, in the current circumstances.

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Mergers of minds

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My father – a teacher – would get very upset when anyone suggested: “there are those who can, and then those who teach”.
Business owners should get upset when anyone says: “there are no such things as mergers – only takeovers”

Considered and well-planned mergers can bring advantage to the smaller of the two, as much as to the apparent “acquirer”.

The textbooks refer to “mergers and acquisitions” or “M&A”. In this twitter-fed and instant gratification world, we truncate that to “merger”. We ignore the “acquisition” part of the phrase. For every acquisition, there has to be a “disposal”. Unless it really is a merger. Then all sorts of stuff happen.

When two businesses are merged, it is almost impossible to get to a position where each contributes exactly 50% to the finished deal. So there has to be a trade-off somewhere, for someone. Finding that split is one of the cores to what we do. It is so rewarding to work with motivated business owners looking for a way to make 1 and 2 equal to 4 at the end of the deal, and equal to 5 soon after. The process involves an initial discovery of each business. Working with the executives as they find their way into each others’ beds holds its own excitement.

Black ownership

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The rush to correct the inequities of the past stalled when the connected got stuck in the trough of excess. The shift in the codes left the little guys lagging, in the interest of ownership. The little guys were slow to start.

But no longer. Now the queues of black investor companies are forming. Longer than a voting queue, and even longer than the line outside a SASSA office. It is time for small business to take advantage of black-owned investment. It is time to keep control.

My client pays R3M every year towards skills development. One would think this would give him the points he needs to do business with the big guys. (He is a biggish guy). This is a big deal. People benefit from this money he invests. He is training people.

But it does not give him enough points. Remarkable.

If he wants to do business with the big guys (who do not have as many points as he does) then he has to become black-owned.

We have worked out a way to do this, on his terms. All legal. Neither smoke nor mirrors.

And here is the thing: he will no longer have to spend R3M every year on training people. But his customers will be happier. They will fall even shorter of his boost in the arm BEE score, with no clear vision of how they will ever match him. But they will have a box ticked.

Vive laBEE!

Of course you have heard of similar stories of madness. First, we kicked the trades into touch by closing the apprenticeship programme. Then we shifted the scope of training to the private sector. Then we encouraged people to become owners of businesses without any training or experience.

The balance of power is shifting in the BEE ownership game. Next up: business owners are able to choose their own partners, in deals to their liking. And as that pendulum swings, the flood of takers for that particular bus is swelling. Soon there will be an oversupply of desirable partners. That will enable current business owners the luxury and strength to choose the best, for one thing; but on their terms as well.

What a time to be alive!

Rental agreements

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PYBFS021

The sale of a business requires a rental agreement. The sooner you ensure that you have yours in your PYBFS file, the better. Why do I say this? Many business owners do not have this very important document because they have never received a copy.

Mad rush

Think back to the time you signed your first lease. There was a mad rush as you prepared to get the whole show on the road. Then there was a rush into the rental agent or landlord, some last minute reading, and queries. Then you rushed out the door to get the next step in place. You know you signed the document. Somehow the landlord always signs last. They called you later, or more likely you had to make several calls yourself. They told you the agreement had been countersigned. In the excitement of moving in, you never received a copy of the agreement. This holds true for a great many business owners I see. Whatever the circumstances, make sure you have a copy of the lease agreement, and place it in your file. Make a scanned copy and save it to your PYBFS desktop folder.

Lease reductions = higher value

While we’re on the subject of lease agreements: You should take any opportunity to lower your rental. You would be well advised to do so in the tough economic conditions we’re currently wading through. You can renegotiate at the end of a lease term. If you’re a very persuasive character, you may be able to negotiate a lower rental cost midterm.
Every Rand lower your rental, your profit will rise by the same amount. This much is obvious. The value of your business will rise by some multiple of each Rand saved. That extra value will go to your pension fund for its own growth, and so on.

So, how can you persuade your landlord to drop your rent to last year’s amount? Or can you persuade him to forego the annual increase this year? Keep in mind the effect on valuations, and you may find yourself negotiating with a bit more vigour!

Depending on your industry, you may think about negotiating a new lease in advance of selling the business. For instance, a retail store without a lease is no longer a business worth selling. Retail landlords know the value of the lease to their tenants. The landlord must commit to the new owner with a lease on the same terms and conditions as those currently enjoyed by the owner.

Most factories can be moved, albeit with some difficulty, and the move shouldn’t trouble the customers too much. Of course in boom times, suitable factory space can be difficult to find. But then again; are we in boom times?

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Storing storms

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Pierre Sussex was as stealthy as a Highveld thunderstorm. He walked his factory several times a day. He liked to keep his machine minders on their toes.

Each one had a schedule to work to. Pierre had worked out the best number of parts each machine could produce per day. “Local-efficiency” was his watchword.
Clipboards hung from the corner of each operator’s workstation. He designed reports so that he could run his finger down the last column at any time of the day, and pass comment.
Pierre regarded himself as scrupulously fair on his staff. As long as they agreed with him. Prayer time took place during tea time, Every day. “It keeps everyone focussed on not cheating me out of the time I pay them for”.
He limped down the aisle between machines lined up in the factory.
Every machine with its own local efficiency. “Keeping machinery and operators on the move maximises my return on investment.
“But now it is time. I am 82 next month, and I have put this place in the right frame for a sale. My son agrees with me. And neither of us want to share the business with a black partner. He only holds 12% of the shares, and if we have another partner move in with us, then he will be a minor shareholder. With a boss who is not his dad.”
We walked into the warehouse. “Take a look at all this stock,” he said.
“Efficient machine use and output justify their cost. My people must work. The stock must build up. We will always be able to sell the finished goods.
“We have a part for the battery of every single car which exists on the continent, right now. Nobody else has that. And our customers don’t like to hold stock, so we hold it for them. I will have to build on to the warehouse next year because we will soon fill this one. I put all my profits into stock. If we have a prolonged strike, we will be the only people on the continent with the right parts.”

On a wing and a prayer

We trundled off to the boardroom. And a prayer. Pierre was big on his prayer sessions.
“We make specific parts for the internal part of a battery. They are very specific to each battery size. But our market is opening up now. The new batteries required for the new electric vehicles will all require our parts.
“No, I don’t have any fitted beyond the prototypes right now. But this technological wave is moving fast in our direction. I think we have enough finished parts in the warehouse to supply for a year without having to turn a machine. You know we are in for big political and social upheaval in this country. It is not the same wonderful place I grew up in. I worry for my grandchildren.
“Anyway, here are the financial statements. I want 200M for the business, and then we can talk about the property as well.”
I put my head into the accountant’s office. “Any chance you can get these to me on email?” I asked. We stopped using paper in our office five years back. It had become a nightmare of control issues over clients’ private papers. The risk of fire, and the sheer storage space required, notwithstanding. We prefer electronic storage.
But back to Pierre and his business.
He was a new client. He was 82. He was also an old client. He thought it was a good time to find another owner. He wanted us to manage the process. We had done so for a family member of his two years before.
He was also stuck on the 200M. And that was a problem. Our job is to manage these merger, acquisition, and disposal processes. We have been doing so since 1991. That is a long time in which to learn what works. The stuff which does not work fails for business sellers almost daily.
So there I sat with a hopeful business owner. He had a target upon which he had based his entire retirement planning. He was secure in the knowledge which closeted his own perception of value.
But he was wrong. And that is devastating to a person who wants to get back in the saddle on a farm in the Western Cape. He was tired of the staff, and the sirens, and the stock control, and the late payers, and the approaching social upheaval which he believes is coming.
He was wrong in as much as his business is not worth anything close to 200M. It is not even within striking range of that number. But he has believed for the last decade that this is exactly where he would step off the tram. He has not once, asked for a proper opinion of the value of the business.
Had he done so, he would have been able to adjust his expectations and those of his family. But more likely, he would have been able to address the weaknesses in his business. He may have been able to turn the weaknesses to the benefit of his future.

Therapy stories

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I was following Google Maps, and it had saved me a significant amount of time. I came off William Nicol off-ramp. The choked lane to turn right off the off-ramp on William Nicol trailed back onto the highway itself.
So I took the left lane, thinking there would be a gap somewhere to get into the right-hand lane. There was none. In fact, the right-hand lane was being choked to death by taxis trying to get into the flow, right at the top. They had resorted to jumping over the island to get into the flow.
So trapped in the left lane I continued into William Nicol going the wrong way. I have done this before. Up to the first traffic lights and do a U-turn. And I was on William Nicol where I wanted to be, missing the chokehold on the off-ramp.
I was very pleased with myself and moved into the right-hand lane to get past the accident before Lesley. As the traffic in the lane moved at a reasonable pace, a big BMW 750 jumped across in front of me. I let him go, and gave him space. No “thank you” from the driver.
The lights at Kingfisher were red. I stopped behind the BMW. I needed to get to the Clicks at Broadacres, and it was getting on in time. So I checked Google to see what time they closed, while cars were stationary.
Then there was at least one person right next to the car. I felt there was a second person as well. I looked to the right and saw him open his jacket, and cock what looked like a 9mm pistol very close to his belt buckle. He was right up against the car.
Without thinking, I swung the steering wheel very hard to the right and hit the gas.
There were two very loud shots next to my ear. The ear still buzzed the next morning.
I bumped the perpetrator as I swung right, then corrected left. I was in a clear right-turn-only lane, and the lights had turned green. I roared down the lane, past the three or four cars ahead of me, and across the intersection.
I jumped all the lanes to get to the left lane, and up the ramp onto Witkoppen Road.
As I went up the ramp, I was aware of a cold feeling on my upper body. I remember thinking that there was no great feeling of adrenalin rush that I would have expected. There was no fear. Just this icy cold on my chest. And anyway, the feeling was subsiding.
Did they shoot me? was the cold feeling my blood running out? As I cruised down Witkoppen, I started feeling my upper body for wounds. Nothing.
The lights at Cedar changed to green as I approached. I continued down Witkoppen towards the Dougalsdale police station. I drove straight into the parking in front of the station and parked in a reserved space.
When I got out of the car, I looked at the sides of the vehicle to see if there were any shots in the car. I was almost disappointed that there were none.
I hurried into the charge office. It was almost empty. Two people were helping someone with some papers. One was a reservist volunteer, there to help with the flow of work.
A constable was sitting at the general desk, with his head on the palm of his hand, elbow on the desk. He looked bored. I went straight to him and told him that someone had tried to highjack me, that two shots had been fired, and that I had knocked over someone. I may have injured the perpetrator with my car.
The constable hardly moved. His head still in his hand. It struck me that this older man, in the police force, had no rank insignia at all on him. How does a policeman spend years in the force, and have no rank? This thought went through my frazzled mind as he mumbled something. I started repeating myself. There was no reaction.
“Well, I can see that you have no interest”. I stormed out of the station. But I really stormed, not 702’s version of an Ashwin Willemse “storm”.
OK, so I didn’t slam doors and throw dustbins over. but I moved out of there loudly and quickly. It was a small storm. With some Anglo Saxon adjectives.
I got to the car. Started it, and reversed out of the parking place. As I moved towards the exit and realised that if I had injured one or both of the perpetrators, there might be a hit and run report or something coming at me soon.
So I sat in the car with the engine running. I started putting a short report on Whatsapp to our neighbourhood group. I wanted there to be a record that I was at the police station. I wanted the record that I had attempted to report the matter. With a time stamp. I wanted a record that I had done what was required.
As I sat tapping out the third or fourth transmission, the civilian volunteer came to my window. He said I should go into another office, and talk to the guy there. “He will listen. He is very good.”
I went into the office. There was a man sitting in a police uniform, with a castle and star on his shoulders. I tried to remember what rank it was. In the military that had been a “Kommandant”, back in the 80’s. But there was a thing about the police then, that they preferred the title “Lieutenant Colonel”. So in the midst of this violent drama, I had this crazy series of thoughts running through my mind. After 1994 there was some other directive that to change this in the military as well. And then another thought that a lieutenant colonel is not addressed as such, but rather as “colonel”. I tried that. “is that correct?” I asked. He smiled and confirmed it was right.
I smiled too.
I told him the story of what had happened. I told him that I was concerned that I had driven over someone, who might be lying in a ditch. I had driven away from the scene. And I started having doubts that I had been shot at, at all. But my ear was ringing, and dammit, it had really happened!
He was very friendly, and helpful. He stilled my fears that I may have hurt someone. His reasoning that a sideswipe from a stationary position is never going to do much damage. There was nothing they could do. The guy will have run away. and there would be nothing for them to see.
He was right of course. He said that he would write it up in the incident report. He passed a piece of paper and a pen to me. “Put your details here.” I wrote my name, ID number, and address. Then I fluffed my telephone number, crossed it out and wrote again. I had to think hard about getting the telephone number right.
So there it was. On a scrap of paper. He would enter my details into the incident report. Maybe.
But what else was there for me to do?
I went back to the car and again looked for any damage. There really was none.
I sat in the car and tapped out a message to the family group. I started with “I am ok”
Then I told them about an attempted highjacking, and I would be home soon.
I was running out of time for Clicks. So I drove there. As I pulled into the parking, they were closing the doors. It was after 7. Perhaps I could persuade myself into the doors. No chance. My phone was ringing. It was Ness. It had been ringing for a while, and it stopped as I answered. I tried calling her back, but it would not connect. I think she was still on the line.
I walked down the line towards Spar.
She called again. Or I called her. I don’t remember. They were on their way to the police station to be with me. But I am at Spar. Do we need anything? No! Come home. We are turning around.
So I went home. They were parking in the garage as I got there. All four of them.
It was great to be home with the people I love.

Post script:
I have a vivid memory of the gun against the window. I saw him pull his jacket aside. The pistol was in his right hand, lying parallel to the car, pointing to the back of the car. With his left hand, he pushed the slide back. But before his hand covered the slide, I saw the ribbing on the slide. A grip engraved into the weapon. Like the side of a Glock. But a chromed slide, rather than the blued slide of a Glock. And the ribbing was further forward. This was not a cheap gun. As he did this I thought, that if a man was going into a robbery, he would have already chambered a round, before getting to his target. “This is not for real”. But I must get out of there. As I whipped the steering wheel to the right, the turbo took a moment to wake up, and then we were off. At the moment that turbo was waking, the shots were fired. And they weren’t fired by an amateur. It was a quick tap-tap. People need to practice to get that right. Everything else worked in my favour. The gap between me and the BMW was enough. The right turn only lane next to me was clear. I was far enough back in the queue to block other motorists from entering the lane.
The car behaved beautifully. Power steering under full throttle is wonderful. I like to think that I fishtailed in a cloud of burning tyres, but I think that is probably not the case.

The colonel I spoke to at the station was Lt. Colonel Simango. While talking, a captain walked past and stopped to listen. He confirmed that there had been a report of shots fired at that intersection. So that was my first confirmation that I had not imagined the gun.

As we finished dinner, I remembered that my recorder had been recording while this was happening. I downloaded the clip and found the approximate time. And there very clearly, the two shots. Then the roar of the engine. This is all very real.

I lay in bed, playing on Whatsapp, chatting to the community who were all very supportive. Then I figured I should get some sleep, so I turned off the blue light of the tablet and started reading my Kindle. Dead Man’s Walk by Larry McMurtry. It is recommended reading by Stephen King in his memoir about writing. I am enjoying it.
So I read for an hour before I started feeling sleepy.
12:20 and the book was falling from my hands. So I rolled over and turned off the light.
The mindfulness of the book was gone. There was total darkness. And the shots were being fired again. And the sight of that weapon, and the casual way in which this guy sidled up to the car, with other cars all around. And the scene played through my mind over and over again.
I was not going to sleep. I lay awake wondering why we are able to take evasive action, get frustrated with the cops, and still go to Clicks, and then to Spar.
What are we doing here?