Insurance giant Sanlam has sold 13% of the high-voting shares in Naspers, but in such a way as to keep the shares out of the hands of a corporate ”raider”.
The shares — known as ”A” shares — have been injected into a new company, provisionally named Wheatfields 221, Naspers said in a media release on Thursday.
Sanlam has since onsold half of the company to entities acting for Naspers MD Koos Bekker and Cobus Stofberg.
The ”A” shares — which carry 1 000 times the voting rights of ”N” shares — fell outside Nasbel and Keerom, the two companies that jointly control Naspers, the release read.
”These two companies have a joint voting power of 56% of the voting power of Naspers. Nasbel and Keerom also have voting pool and pre-emptive agreements with one another.”
Johan van der Merwe, chief executive of Sanlam Investment Management, said the sale of the assets has allowed Sanlam to monetise part of its investment in Naspers.
However, Sanlam was able to retain a material interest in any future upside.
”The independence of Naspers has been a crucial factor in our international success,” said Bekker. ”We understood fully why Sanlam desired to liquidate its investment, but were concerned that it may end up in the hands of a raider.
”Were this to happen, our group’s ability to do business in several countries would be severely compromised.”
Stofberg said the entities acting for him and Bekker have assumed the financial risk equally.
”Some of the shares they acquired may be onsold at a later stage to other interested parties.”
Wheatfields now owns Sanlam’s holdings of 133 350 Naspers ”A” shares, 168 605 Nasbel shares, and 16 860 500 shares in Keerom, read the release.
”Neither the Nasbel nor the Keerom shares held by Wheatfields have significant voting rights, since Nasbel is controlled by Naspers, via its subsidiary Heemstede, and voting in Keerom is structured in such a way that Wheatfields can exercise only 50 votes.
”Each of Bekker and Stofberg’s entities will pay R67,5-million for its interest.”
Late last year, a consortium led by PSG Capital launched a hostile takeover bid for Keerom, offering Keerom R127 a share for its 219 344 high-voting Naspers ”A” shares. The consortium simultaneously submitted a bid of 50c a share to Keerom shareholders.
A successful bid would give the PSG consortium a 0,02% interest in Naspers, but 22% of the voting rights.
Naspers’ shareholding structure was developed in 1994/95 to ensure that it remained independent and was not vulnerable to takeovers. — Sapa