Hemingways Mall, a property managed and owned my Rebosis Property. File Image: IOL
Hemingways Mall, a property managed and owned my Rebosis Property. File Image: IOL

Rebosis shareholder claims annual meeting proceedings were irregular

By Edward West Time of article published Mar 3, 2021

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A Major Rebosis Property Fund shareholder, Zunaid Moti, who holds about 26 percent of the company’s shares, claims he was wrongfully barred from voting certain resolutions at the group’s AGM last week.

Rebosis chairperson Dr Anna Mokgokong said that certain disputed resolutions relating to the remuneration of directors, following what she claimed were “attempts to derail the meeting”, were adjourned until legal certainty could be reached over the right to exercise votes by certain shareholders.

She said the dispute involved the Amatolo Family Trust, which is controlled by Rebosis founder and Dr Sisa Ngebulana and Zunaid Moti.

Rebosis owns R13.2 billion of mainly retail and office properties in South Africa.

Attorney Manogh Maharaj, who represented Moti at the meeting, said on Friday the way the meeting was conducted was indicative of mismanagement of Rebosis since 2017 that had left it technically insolvent, with about R10bn of debt in “an overdraft”, and a loan to value ratio of 72 percent.

Maharaj said claims that the meeting was adjourned were false, as Mokgokong had specifically closed the meeting “in a desperate effort to stifle the board from being held accountable by its shareholders”.

He said admissions were obtained from the board that the company was in breach of its finance agreements and that no contingency plan was in place in the event that the banks foreclosed on shareholders’ investments.

Maharaj said the dispute over voting rights was “contrived and spurious” and was not for the chairperson to determine.

The matter was before the high court and related to agreements between Moti and Dr Ngebulana for him to acquire Moti’s shares in December. “Until set side by the courts, the agreements are valid and binding. This is a settled principle of our law that the chairperson was informed of and given an opportunity to take legal advice – in response she simply adjourned the meeting for 10 minutes and continued with her predetermined course of action,” said Maharaj.

In September last year, Ngebulana announced he was increasing his stake in Rebosis to 31.26 percent, through the Amatola Trust, in a R114m transaction with Moti.

The transaction was going to make Dr Ngebulana Rebosis’ largest shareholder.

Maharaj said the shares were ceded and pledged back to Moti as security for outstanding payment. This was a material omission of price sensitive information aimed at misleading shareholders, he said.

Maharaj said that a cautionary announcement should have warned that 26 percent of the company shares were subject to a pledge in favour of Moti and a cession of the rights.

Rebosis said in response to Maharaj’s claims yesterday that Moti was allowed to vote alongside all other shareholders, and that the adjourned voting applied to all shareholders.

The company said Moti’s representatives were the only participants in the annual general meeting, who continuously disrupted the meeting, insisting on raising matters “irrelevant to the specific resolutions tabled for discussion”.

“No other shareholders raised concerns – in fact, a shareholder spoke at the end of the meeting voicing her satisfaction on how the meeting was conducted by the chairman under the circumstances,” the company said.

“Despite the chairperson’s best efforts to address these representatives, she was incessantly spoken over and humiliated. Notwithstanding the fractious behaviour of Moti’s representatives, the chairperson indulged that all questions not pertaining to the resolutions be addressed under the general items of the meeting. This resulted in the meeting lasting four hours,” the company said.

Rebosis said it was not prudent for it to respond to matters being disputed by the various parties involved, as these remained matters between shareholders.

BUSINESS REPORT

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