Shareholders in Cashbuild have approved proposals that will pave the way for the building material retailer to sell a 10% stake in the company to its employee base of approximately 2 000 people across South Africa, of whom more than 90% qualify as historically disadvantaged South Africans.
In an announcement following the shareholder vote on Monday, Cashbuild said it will now be able to go ahead with its black economic empowerment (BEE) scheme, which was the very first to be announced in South Africa’s retail sector.
A 10% stake in Cashbuild is valued at about R74-million, based on the company’s market capitalisation at the time of the announcement of the transaction on November 10.
In terms of the structure of the transaction, Cashbuild will establish the Cashbuild Empowerment Trust, which will be funded by Cashbuild Management Services (CMS), a wholly-owned subsidiary of Cashbuild.
CMS will advance up to R70-million to the trust in order for it to acquire up to 10% of the existing issued shares in Cashbuild. The loan will be non-interest bearing, and should the trust be terminated, the loan will be repaid to CMS.
The trust will be overseen by five trustees, three elected by company employees (including the Cashbuild chairperson) and two appointed by Cashbuild as professional advisers.
Each employee will obtain a vested right in the net dividends received by the trust, and the trust will distribute any dividends received (after the deduction of any administration costs). The distribution will be made equally to all employees who were employees at the date of distribution of the relevant dividend.
Describing its reasoning behind the transaction in November, Cashbuild said it wishes to “embrace empowerment” and believes it is aligning the interests of employees and shareholders.
This will enable Cashbuild to remain competitive and to preserve its leadership position as the largest retailer of building materials in Southern Africa.
The trust will be reviewed after five years and every three years thereafter to ensure that it meets the relevant industry charter and the company’s requirements. Any amendment to the Trust Deed will be subject to company, trustee and shareholder approval. — I-Net Bridge