Fractious Rebosis meeting is adjourned to obtain legal opinion

REBOSIS Property Fund had to adjourn a contentious four-hour annual general meeting, following “attempts to derail the meeting,” chairperson Dr Anna Mokgokong said in a statement yesterday.

She said shareholders showed support for the company despite a dispute between the Amatolo Family Trust and Zunaid Moti, representing about 26 percent of the company’s shares, over the right to exercise votes.

“The resolutions approved by shareholders would have passed with a significant majority was it not for Moti’s negative vote on most of the resolutions tabled,” she said.

The adjourned resolutions from the meeting on Tuesday relate to the remuneration policy and the remuneration of the non-executive directors.

Mokgokong said: “Our responsibility is towards all Rebosis shareholders and we have an obligation to ensure the annual general meeting is conducted lawfully, correctly and in a manner that is procedurally fair.”

In this respect, the company took legal advice on the matter and had received preliminary legal advice that a degree of legal uncertainty existed as to which party, in the circumstances, had the right to exercise the voting rights attaching to the disputed block of shares at the meeting.

However, given timing considerations, the company was not able to obtain a formal opinion from senior counsel, she said.

Only those resolutions impacted by the manner in which the disputed block of shares was voted was capable of being potentially decisive, and the meeting had to be adjourned, to enable legal clarity to be obtained on the voting position for purposes of voting on those resolutions.

Dr Mokgogkong said: “The adjournment … means that the question of who can vote the shares in question can be determined by the company in a context where this does not result in undue prejudice to any shareholders.”

She said the shareholder support received was encouraging and had allowed management to continue with the day-to-day running of the business.

“We are working ceaselessly towards solutions around the company’s shortterm debt position, and are actively pursuing options which include the bulk disposal of assets to unlock value for shareholders,” she said.

Rebosis founder Dr Sisa Ngebulana last September increased his stake in Rebosis to 31.26 percent through the Amatola Trust in a R114m transaction, which made him the largest shareholder.

Earlier this month, Rebosis said also that it disagreed with a public censure from the JSE for publishing unreviewed and unaudited results for the 2019 financial year, and that its board and management remained committed to good corporate governance.