Caxton takes another shot at Naspers

IT seems Caxton is set to enter into battle once more to protect South Africans from the seemingly uncontrollable anticompetitive tendencies of Naspers.

Caxton, already involved in a bid to shed light on the murky battle over set-top boxes, the outcome of which will go to the very heart of Naspers’s pay-TV monopoly, has approached the competition authorities with concerns about the proposed listing of Naspers’s printing operations, currently known as Paarl Media but to be called Novus once listed.

Caxton’s concern appears to be that the listing will result in a change of control of the printing business, and therefore the controlling parties, namely Lambert Retief and Naspers, must first notify the competition authorities and secure their approval. The notification could involve disclosing the unabridged version of Naspers’s ownership profile as well as a laundry list of things the Naspers guys might rather not make public.

If all of this sounds familiar, that is because something like this happened a few months back. Naspers was all set to buy out Retief’s 20% stake in Paarl Media last year when it received notification from the Competition Tribunal that it had granted Caxton the right to intervene in the proceedings before the tribunal. With that right came the possibility the tribunal would support Caxton’s request that Naspers disclose what was deemed to be lots of possibly sensitive information.

Within 24 hours of receiving the notification, Retief said the planned sale of his shares to Naspers was being scrapped.

The Novus prelisting statement indicates that Retief intends achieving the same sort of exit by selling down his stake in the listed entity; hence, says Caxton, the change of control.

Accéntuate’s own goal

IT’S not unusual for companies to want to know who the beneficial shareholders are behind the nominee accounts that hold much of the shares listed on the JSE. What is unusual is for a company to prevent 35 million of its shares from voting at an AGM because of concerns it says it has about the validity of the ownership claims of the parties behind some of the nominee accounts.

It wasn’t just Accentuate’s activist shareholders who were prevented from exercising their rights to vote in what appears to have been a desperate response by the board. Not all of the activists were blocked at last month’s AGM, but groups of institutional shareholders, including Momentum and Flagship, were disfranchised along with many activists.

Ironically, the action may precipitate the board changes the activists were looking for and had little chance of securing in the near term.

Barclays

WHAT is it about bankers that they seem unable to read the writing on the wall even when it’s in large and colourful letters? Barclays CEO Anthony Jenkins risked a shareholder revolt, and yet more indignant calls for moderation, when he awarded himself (via the remuneration committee) an extremely generous package for 2014. His pay hike was out of kilter with the group’s dismal earnings performance.

And this week shareholders learnt that remco chair John Sunderland, who’s been on the board for more than nine years, was not stepping down until after the group’s AGM next month. Many felt the commitment given by Barclays at last year’s AGM that Sunderland would leave the bank “at a date to be agreed” meant he would have been replaced well ahead of next month’s AGM.

Dawn

IT was hardly surprising the Dawn shareholders balked at the idea of allowing management to pay a ridiculously over-the-odds premium to repurchase the 32% stake held by its BEE partner Ukhamba Holdings. What was surprising was that the company gave an undertaking it would buy back the shares at 850c apiece.

The board’s explanation that it was in line with the market price at the time the agreement was struck around September was hardly persuasive for shareholders who first heard about it in December when the share price was 620c. It is currently around 640c.

This week the company announced that shareholders with more than 30% of the company would not support the planned specific repurchase at the intended price.

As Ukhamba will not agree to a lower buyout price the deal is off, at least for now.