A spat between RCL Foods and a minority shareholder, Albie Cilliers, sole director of Breede Coalitions, continued with yesterday’s call by Cilliers for the JSE to investigate RCL’s alleged “defamatory” and “false” claims on the JSE news service.
On Monday, RCL Foods claimed that Cilliers had abused and profiteered from the share appraisal rights process.
In a letter to the JSE yesterday, Cilliers requested it to investigate a trend where “issuers are using the SENS platform to defame shareholders exercising their rights and to discourage dissent and shareholder engagement”.
RCL published an announcement on SENS alleging that Breede Coalitions abused and was involved in “profiteering” from shareholder appraisal rights, which saw the repurchase of R2.2 million worth of shares held by the minority shareholder, although RCL also said these practices were not unlawful.
Cilliers claimed RCL had intentionally published “false, derogatory, defamatory and malicious statements about Breede and myself”.
The dispute arose after the group unwound its existing black economic transaction and repurchased the shares.
“Breede Coalitions has profited an estimated amount of R600 000 (and) it is the company's opinion the Appraisal Rights Exercise by Breede Coalitions, represented by (sole director) Abraham Albertus Cilliers, is an abuse of the appraisal rights remedy,” RCL said.
“As a consequence of the Appraisal Rights Exercise, Breede Coalitions surrendered 150 000 RCL Foods shares to the company and the company paid to Breede Coalitions an amount of R14.69 per share (amounting to an aggregate repurchase price of R2 203 500).
Cilliers said RCL “went further than announcing the prescribed details, much further”.
He claimed, for example, that RCL’s statement that none of the shareholders nor beneficiaries of the existing BEE transaction would receive any value from the repurchase and that only Breede Coalitions had profited was “false”.
“Significantly, RCL fails to disclose in its announcement that its controlling shareholder, Remgro, increased its controlling stake in RCL without any financial outlay as a consequence of the repurchase,” Cilliers said in his letter.
He said empowerment beneficiaries were getting a benefit of about R34.47 per share by RCL buying back their shares and getting their debts cancelled by RCL at the same time.
He alleged that RCL had stated that “on or about 1 December 2022, being the day before the record date for shareholders to be recorded in the securities register… Breede Coalitions acquired the appraisal rights shares,” but Breede acquired the appraisal shares from or around 15 November 2022, through its broker's nominee.
Cilliers alleged another misleading statement by RCL was that “In compliance with its obligation to make an offer to acquire the Appraisal Rights Shares in terms of section 164(11) of the Companies Act, the Company offered to pay to Breede Coalitions R14.69 per share. Breede Coalitions accepted this offer.”
It is “not open to RCL to publish its subjective, emotional views and/or derogatory statements via SENS,” said Cilliers.
BUSINESS REPORT