The three institutional shareholders at the centre of last year`s boardroom coup at Comparex will not have to make an offer to Comparex minorities, the Securities Regulation Panel (SRP) has ruled.
The SRP`s investigation into whether the three institutions - Investec Asset Management, Allan Gray and Sanlam Investment Management - had acted in concert, began in June last year at the request of ousted non-executive directors who were replaced by the institutions` nominees.
In June last year six non-executive directors published a statement saying that in their opinion the three institutions owned more than 35% of Comparex and were acting in concert, thus obliging them to make an offer to minority shareholders.
Other minorities also faxed the SRP in August, submitting among other things that there was sufficient evidence to justify an investigation.
The SRP says that for an affected transaction to take place as a result of conduct stemming from an agreement, there must be a provision for one or more parties to such an agreement to acquire shares in the target company.
"We are of the opinion that as between Allan Gray, IAM (Investec) and SIM (Sanlam) there is no agreement, arrangement or understanding for purposes of giving rise to an affected transaction."
Ruling that no affected transaction occurred, it says: "It follows that there is no basis for any mandatory offer."
The boardroom coup came after dissatisfaction with Comparex`s strategy and the fact that it was sitting on a huge cash pile.
Investec Asset Management has welcomed the ruling, hailing it as a triumph for shareholder activism. The institutions have consistently maintained that they pressed for changes at Comparex in the interest of their clients.
The Comparex share, which lost 10c to close at 960c yesterday, was trading another 5c or 0.52% down at 955c by late this morning.
After the boardroom coup, the reconstituted Comparex board shed the loss-making European operations to protect the group`s cash, selling the operations to management for 12.7 million euros.
Comparex Africa recently announced a R222 million deal to merge with Business Connexion Solution Holdings to form what it says is SA`s largest black-empowered information and communications technology company.
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