The tribunal said yesterday that M&R wanted it to stop Aton Gmbh and Aton Austria Holdings Gmbh from exercising their voting rights attached to any shares acquired after the close of business in March and pending final approval of the proposed acquisition.
M&R board chairperson Suresh Kana launched an interdict last week, arguing that if Aton was allowed to vote its 44percent stake, it would be able to determine the outcome of the meeting.
He said this would put Aton in a position to gain majority votes in their favour during the M&R shareholder meeting.
Kana argued that if it was allowed to vote, it would increase Aton’s stake beyond 44percent and would allow it to take total control of the company.
Aton has steadily built its stake to 44percent in M&R and has launched a bid to take over control by offering R17 for M&R shares.
Last week M&R asked the tribunal to interdict Aton from voting all its shares in the meeting.
In the past, Aton owned only 29.9percent of the M&R stock.
M&R argued that Aton should be entitled to vote only the 29.9percent of M&R shares it held on March 22, which was when it launched its offer to M&R shareholders.
Aton replaced its voluntary offer of R15 a share with a mandatory offer of R17 a share early last week.
M&R had advised its shareholders not to accept the Aton offer before the shareholder meeting.
The meeting with shareholders will also determine if M&R’s shareholders will support M&R’s board in acquiring the struggling Aveng for R1billion.
Aton criticised M&R and said the “acquisition of troubled Aveng would be value-destructive to M&R”.
It said there was no clear strategic benefit for M&R and its intention was to frustrate the Aton offer as Aveng had reported R6.7bn loss for the year to end 2017.
“Through the Aveng transaction, M&R will once again be exposed to the high risk general construction, steel and manufacturing sectors,” Aton said.
The group said M&R had recently completed the disposal of its South African general construction and manufacturing business, and Aton was surprised by this recent reversal of strategy by M&R.
M&R shares declined 0.57percent on the JSE yesterday to close at R17.50.