Albie Cilliers steps up battle over KWV shares amid Vasari sale
KWV dissenting shareholder Albie Cilliers is expecting La Concorde Holdings to respond to him by Friday, clarifying additional concerns he has raised in a supplementary affidavit filed with the High Court in Cape Town at the end of May.
Two days after Cilliers filed the 600-page document, La Concorde Holdings – the unlisted investment company that held KWV – declared a 100c per share dividend. This is the first payout since KWV’s 34c per share dividend in 2010.
Cilliers will not receive the dividend because of the appraisal action he launched in November 2016. Missing out on the dividend adds to the rising costs being incurred by Cilliers as he fights to get what he considers an appropriate payout for his KWV shares.
The sale to Vasari, which was flagged 12 months ago, was finalised in October 2016. Cilliers was unhappy about the transaction and decided to exercise his appraisal rights. This enables him to force La Concorde to buy back his KWV shares at fair value.
Cilliers rejected the R13.47 per share he was offered and is now embroiled in a bid to persuade the court the offer is derisory and does not represent fair value. La Concorde CEO Andre van der Veen says the R13.47 was determined by KPMG, an independent expert appointed by KWV’s "independent" board to establish a fair and reasonable valuation before the Vasari deal was approved.
In his supplementary affidavit, Cilliers criticised the report by KPMG and said given the limited time at its disposal, it was "unlikely that KPMG was able to accurately, carefully, diligently and reasonably formulate the opinion".
His affidavit also queries how KPMG could have said its opinion included consideration of a KWV circular sent to shareholders on June 22 2016, when the opinion had been finalised and presented to the independent board on May 27 2016.
Indeed KPMG’s opinion states it was based on "the information available to us up to 27 May 2016".
Cilliers said it was evident from company records that the May 27 meeting was the only meeting of the independent board appointed to consider the offer. The only resolution passed at this meeting was to recommend that shareholders vote in favour of the Vasari transaction.
However, only two of the three board members attended the meeting, which Cilliers said was less than the three required by La Concorde’s memorandum of incorporation.
"This means the resolution was irregular," said Cilliers.
His supplementary affidavit also demands explanation for the conflicting valuations of KWV. Cilliers said documents issued by HCI, the ultimate controlling shareholder, pointed to a KWV value of at least R21 per share. More persuasively, in the annual results released just ahead of the shareholder meeting to vote on the Vasari transaction, Niveus, which holds 60% of La Concorde, recorded a fair value of R24.97 per La Concorde share.
La Concorde has not responded to any of the issues raised in the supplementary affidavit. Cilliers said it had until Friday to reply.