Call for panel to probe possible Bell share transaction
Bell Equipment minority shareholder Shipyard Capital Management and Glacier Pass Management have asked the Takeover Regulatory Panel (TRP) to probe the possible purchase of 31.37 percent of Bell's shares by family-owned company IA Bell, which already owns 38.7 percent of the company.
Richards Bay-based Bell is a heavyequipment manufacturer and distributor, and is a leading international maker of articulated trucks used extensively in mining operations.
On September 7, Bell said the shares in the company owned by US multinational John Deere Construction & Forestry Company (31.37 percent) were being acquired by IA Bell.
On November 6, Bell notified the market that the deal had been concluded, but minorities expressed concern at the time that material information had not been disclosed.
On February 18 this year, Bell issued a further announcement saying it had not yet received an offer from IA Bell regarding the acquisition of the minorities in Bell. It also said IA Bell paid R10 a share for the John Deere shares.
The share price fell 7.9 percent to R9.21 yesterday, a deep discount to net asset value per share of R38.58 that was disclosed in the results for the six months to June 30 last year.
There has been speculation IA Bell intends to delist the company.
Shipyard Capital Management and Glacier Pass said in its legal letter to the TRP there was no indication whether the price payable was the “total purchase consideration”, or whether John Deere was entitled to any additional economic benefit, contingent or otherwise, in addition to the R10 a share.
Also, they believe the transaction should have triggered a mandatory offer to all shareholders by IA Bell.
The minority shareholders requested the TRP not to issue a compliance certificate to IA Bell before reviewing the IA Bell and John Deere shareholders agreement, and to evaluate the transaction implications “to ensure the integrity of the marketplace and fairness to the shareholders…”
The shareholders also submitted a request in terms of the Promotion of Access to Information Act for a transcript of the question-and-answer session at the last AGM.
Bell shares closed 4.30 percent lower at R9.57 on the JSE yesterday.