A full 10 out of 20 resolutions didn’t pass at its AGM…
The battle over listed RMB Holdings (RMH) – which only has a single major asset, being 38.5% of Atterbury Property Holdings – has escalated in dramatic fashion after 10 resolutions (of 20) failed to pass at its AGM on Wednesday.
The entity is trading under cautionary after receiving a bid from AttBid, which is owned by Atterbury Property Fund (Pty) Ltd together with vehicles owned by the Van Der Walt brothers (Faan and Dirk), who founded WeBuyCars.
AttBid is offering 47c per share for RMH, which has essentially been trading at around this level since December.
At this point, AttBid, together with concert parties, already owns 39.77% of RMH.
At the end of September 2025, Coronation Fund Managers held 28% of the business, but it disposed of this to AttBid.
Breede Partners, believed to be associated with activist shareholder Albie Cilliers, owned 13% of RMH at the end of September, while Rozendal Partners (ex RECM fund managers) held 7%. In February, RMH said Peresec held 5.04% of the company (at the end of February, it was the fifth largest shareholder but held under 5%).
Remuneration of non-execs
At Wednesday’s AGM, RMH was not able to approve the remuneration of its non-executive directors. This resolution failed spectacularly, with support of only 12.75% of the 69% of shareholders in attendance.
The resolution sought to have zero increase in directors’ fees approved for the 2025 financial year. Directors are to have received R222 000 per year (aside from any committee memberships), while the chair would be paid R441 000.
There is little precedent for this on the JSE.
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For three years, between 2022 and 2025, JSE-listed packaging group Mpact paid its non-execs via an unlisted subsidiary after the special resolutions for their remuneration failed to pass.
The bulk of the current shareholders also would prefer that directors aren’t able to really control the company, in the fullest sense.
Resolutions 3 and 4, which place 45 million unissued shares under the control of the directors and also allow them to issue shares for cash respectively, also each achieved just more than 12% of votes in favour.
Share repurchases, assistance to directors, new directors …
A further three special resolutions – which allow the company to repurchase shares, to provide assistance to directors and others, as well as assistance to related entities – were shut down in emphatic fashion.
For the first of these, the AGM notice contains an entire page, out of eight, of specific details.
A further attempt to appoint two new non-executive directors, Professor Piet Delport and Dr Pine Pienaar, also fell short. Both resolutions failed, with only 47.7% of the shareholders in attendance voting in favour.
Delport was a “professor in Mercantile Law at the University of Pretoria”, “served on an advisory committee to the then minister of trade and industry for 23 years” and “was previously chairman of Avbob”.
Pienaar “has over 40 years of consulting engineering experience” and since 2021 “has focused on climate change research and vehicle electrification”. He is currently an independent non-executive director at Safari Investments.
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Beyond this, RMH was – rather obviously – not able to achieve the requisite 75% of votes in favour of the non-binding resolutions regarding remuneration. Both of these failed almost as spectacularly as many of the other votes. An overwhelming 87% of shareholders voted against both.
A circular for the offer is due to be shared next week (Monday 9 March, according to the original announcement).
AttBid expects the offer to close by the end of April, with the results of the offer due on the 28th.
This article was republished from Moneyweb. Read the original here.
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