Sabvest Capital said yesterday that it had reached agreements with the shareholders who had disputed a scheme of arrangement offer price for Sabvest shares. Picture: Karen Sandison/African News Agency(ANA)
Sabvest Capital said yesterday that it had reached agreements with the shareholders who had disputed a scheme of arrangement offer price for Sabvest shares. Picture: Karen Sandison/African News Agency(ANA)

Sabvest Capital in settlement with shareholders who disputed offer price

By Edward West Time of article published Feb 5, 2021

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CAPE TOWN - SOME shareholders in the formerly listed Sabvest investment company managed to negotiate a higher price for their shares than was offered in a scheme of arrangement.

Sabvest Capital (Sabcap) said yesterday that it had reached agreements with the shareholders who had disputed a scheme of arrangement offer price for Sabvest shares.

A scheme was entered into in May last year in terms of which Sabcap acquired all the shares in Sabvest in exchange for Sabcap shares, which Sabcap shares were subsequently listed on the JSE Main Board.

Sabcap's listed and unlisted interests include SA Bias Industries, Sunspray Food Ingredients, Net 1 UEPS Technology, Masimong Group Holdings and Transaction Capital.

At the time, Sabvest shareholders holding 251 880 Sabvest shares demanded their shares be acquired by Sabvest for cash at “fair value” plus interest, notwithstanding that they held the same look through portfolio of assets both before and after implementation of the scheme of arrangement, and related restructure, Sabcap's board said.

In a founding court affidavit, the shareholders said R69.21 per Sabvest share represented the fair value, being their estimate of the net asset value (NAV) – they had used the published NAV per Sabvest share of R66.89 as at December 31, 2019, as a reference.

Sabvest had contended that the fair value of Sabvest shares was either their spot market price of R30, or the 30 day average of R33,67, calculated to March 26, 2020, and offered the latter to the applicants in settlement of their appraisal rights claims. Sabcap said yesterday that the calculation of the fair value of its shares and the amount offered had been supported by the opinions of two separate, independent professional valuers.

However, Sabcap said “in the interests of expediency,” and to avoid ongoing legal costs and use of executive time in the context of the claim, it had acquired the appraisal rights shares in two tranches. One shareholder, with 13 252 shares accepted Sabvest's offer of R33.67 per share. The applicants and Sabvest negotiated a price of R47.54 for the balance of the appraisal rights shares, or 238 628 shares.

The parties were responsible for their own legal costs, Sabvest said.

Sabcap's share price closed at R32.36 on the JSE yesterday.

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