RMH withdrew a cautionary notice yesterday after it said terms had been concluded for Atterbury Property Holdings (APH) to repay a disputed loan. The dispute between the two parties dates back to 2016.
“All the legal proceedings have been withdrawn and the dispute resolved, ” it said.
Shareholders were advised that RMH, RMH Asset Holding Company (RMHAH) and APH (collectively, the parties) had entered into an agreement regarding the dispute over the repayment terms of the R487 million loan facility between RMHAH as lender and APH as borrower, it said.
The market has been closely watching for the latest developments on this amid shareholder concern that APH might not be able to repay the loan.
This was exacerbated by a private conversation between RMH’s CEO Brian Roberts and CFO Ellen Marais, which was mistakenly disseminated to the market on July 11, and was since removed.
At the time it said while the conversation was not price sensitive, that RMHAH had stepped into the shoes of the lender by paying RMB under the RMHAH guarantee and took over all the lender’s rights and obligations.
“This then gave RMH, in our view, the right to decline APH’s request to settle the loan in shares and demand immediate repayment of the loan. APH disputes that RMHAH is entitled to decline the settlement of the loan in shares,” it said.
RMH said yesterday that the salient terms of the agreement included that R162m, or the base loan, would be repayable by APH to RMHAH in cash by December 31, and would earn interest at Jibar (the Johannesburg Interbank Average Rate) plus 2.75%.
“APH also committed to repay the base loan by the repayment date; should the base loan not be repaid by the repayment date, the repayment date will be extended for a maximum of six months with a long stop date of 30 June, 2024,” it said.
Furthermore, in the event that the repayment date was extended, the interest would be serviced on December 3 and the extended repayment date.
It also said that on the date that the base loan is fully repaid, APH would settle the balance of the loan of R325m through the issuance of shares in APH to RMHAH or its nominee, calculated at the June 2023 net asset value of APH.
“Based on the audited December 2022 financial statements, and subject to an adjustment ... RMH’s shareholding in APH will increase from 27.5% to 38%,” RMH said.
However, if the base loan was not repaid in full on the agreed date, the entire outstanding amount, being the unpaid portion of the base loan, plus the R325m, with accrued interest, would become due and payable.
RMH said APH would continue to realise mature assets in its portfolio while executing on a growth strategy in relation to several strategic land holdings and a pipeline of development opportunities.
The APH board would also determine the portion of the proceeds from the sale of the mature assets to be distributed to its shareholders. RMH will continue to follow its orderly monetisation strategy, it said.
BUSINESS REPORT