Sanlam AGM a lively show of muscle flexing

The Sanlam annual general meeting turned out to be an informative occasion. There was shareholder activist Theo Botha debating the definition of “to make public” with Robert Roux, head of Sanlam Investment Managers. Roux’s comment about only needing to be transparent “to the right people” was worth the trip to Bellville.

Later, just as shareholders thought all the action was over and chairman Johan van Zyl was on track to a smooth completion of the voting, there was more activity. Someone rushed to the stage and whispered to CEO Ian Kirk, who walked over to the podium and whispered to Van Zyl, who had just wrapped up ordinary resolution 7.1.

Van Zyl shared the message with the audience. It seems someone holding 7.7-million shares had decided at the last minute to vote in support of resolution 7.2, the nonbinding advisory vote on the remuneration implementation report.

In a company with more than 2-billion shares not a lot hangs on the voting of 7.7-million of them. Unless you happen to be the owner-manager of those shares and have made an effort to get your vote to the company in time; or you are a legal academic and believe section 58 of the Companies Act allows a vote to be lodged right up to the time the resolution is read out.

Van Zyl was having none of it. The 7.7-million votes were relegated to the “abstain” bin. But full marks to Sanlam’s company secretary and the scrutineers for trying to persuade Van Zyl to review this decision before the meeting ended. No chance. He was exercising his discretion. Later Van Zyl may have thought how much better things would now be if the “enforcers” at Steinhoff, from whose board he recently resigned, had been such sticklers.

About 56% of Murray & Roberts (M&R) shareholders are holding out on Aton’s R17 a share offer for the JSE-listed engineering group. Which way they will go no one can tell.

There are many variables at work, not least M&R’s subsequently announced proposed tie-up with Aveng. Now that the German family investment firm owns 44% of M&R, it does not have much further to go to gain a majority shareholding.

However, amid fears of what might happen to M&R thereafter — it has been suggested that Aton only wants M&R’s Cementation global mining business — the Public Investment Corporation, which holds a big chunk of the group, remains unmoved, saying the bid still undervalues M&R.

Coronation Fund Managers, which holds a large stake in Aveng, says a possible tie-up between M&R and Aveng looks attractive as it might bind the best of both groups’ businesses into a single entity.

One thing is certain, though. The Aveng announcement has upped the stakes for all shareholders. M&R suggests that Aton might soon be brought around to the idea that an M&R and Aveng tie-up could be good for everybody. But by all accounts, the Germans have rejected this notion out of hand.

Meanwhile, Aveng has confirmed its intention to launch a renounceable rights offer of up to R500m to raise cash to fund internal liquidity requirements. This is already a part of a possible M&R and Aveng transaction.