Bell Equipment says no offers to buy out minorities in the firm have been made
Bell Equipment says no formal offers to buy out minorities have been made, days after its largest shareholder said it would consider buying out minorities and delisting the earthmoving equipment seller.
Angry minority shareholders claim that the company is withholding price-sensitive information pertaining to a takeover, including the question-andanswer section of the minutes from its 2020 annual general meeting.
Bell Equipment said via the JSE’s stock exchange news service (Sens) late on Wednesday that majority shareholder IA Bell, which owns 38.7%, still intends to buy a 31.4% stake from US group John Deere.
The company first announced IA Bell’s interest in September. It has not revealed an offer price or any other details of a deal between it and John Deere.
The company said on Wednesday a Sens announcement made on November 6 remains applicable; specifically that the company was informed that “a formal binding agreement for the acquisition by IA Bell of John Deere’s shareholding ... had been concluded subject to certain conditions precedent”.
The company has not received any formal notification of the fulfilment of the conditions and shareholders will be informed when this happens.
If the company receives formal notification about the acquisition of the minorities’ shareholding in Bell Equipment, it will “comply fully with the Takeover Regulation Panel requirements and the JSE listings requirements”, it said.
Bell Equipment was founded by Irvine Bell in 1954. His son Gary later became CEO and is now chair of the company with Leon Goosen as CEO. The company is involved in the manufacture, distribution and support of material handling equipment to a broad spectrum of industries and offers a large range of articulated dump trucks.
IA Bell controls the Bell family’s personal wealth. Gary Bell is also a director of IA Bell.
Gary’s nephew, Ashley Bell, was recently appointed chair of IA Bell and is a nonexecutive director at Bell Equipment. On Thursday he said he was sick and unable to comment.
Last week, Gary Bell said once IA Bell owns more than 70%, it will consider making offers to minority investors and delisting Bell Equipment.
This has raised the ire of a group of minorities who feel that IA Bell, many of whose directors sit on Bell’s board, wants to delist the company on the cheap.
New York-based Glacier Pass Management and Puerto Rican Shipyard Capital, which together own 2.03% of Bell Equipment, are taking legal action for the release of the questions-and-answers section of its 2020 annual meeting, having served Bell Equipment with a Promotion of Access to Information Act request.
Carson Mitchell, the managing member of Shipyard Capital, said Bell Equipment’s board is not acting in the best interests of all shareholders.
“Bell went as far as to issue a Sens to comment on recent media articles but didn’t deny that they are withholding pricesensitive information. It’ sa shame that the JSE allows small caps to get away with this predatory behaviour.
“Withholding information so that the chairman’s family trust can buy the business for 20 US cents on the dollar is the kind of thing that keeps foreign investors away from the JSE,” he said.
Kerem Aksoy, chief investment officer at Glacier Pass Partners, said he believes Bell has a net asset value of R38/share.
Its share was trading at R7.47 on Thursday, flat on the day but up 17.08% since Gary Bell was interviewed a week ago