Advtech to face investors at AGM amid Curro offer

Johannesburg - Investors upset by Advtech's [JSE:ADH] decision to reject a proposed takeover by competitor Curro Holdings [JSE:COH] will get a chance to protest when the South African schools operator holds its annual shareholders’ meeting on Tuesday.

Curro has made a “conditional firm intention offer” for the equivalent of R13 an Advtech share.

The share-swap proposal also includes a 50% cash payout for investors who don’t want to accept Curro’s stock. Advtech’s board, which says it’s yet to receive a formal offer, broke off talks with Curro last week after deciding the deal wasn’t in the company’s best interests.

READ: Curro relaunches R6bn takeover bid for Advtech

That’s drawn criticism from Advtech’s two biggest shareholders, who say the board should let investors decide.

“We are unhappy that the board has not seen fit to pass the offer over to shareholders for a vote,” Gavin Wood, chief investment officer at Kagiso Asset Management, Advtech’s second-largest shareholder, said in an emailed response to questions on July 24. “We think the offer is fair and would support it.”

READ: Top Advtech shareholders back Curro’s $485m bid

Coronation Fund Managers [JSE:CML], Advtech’s biggest shareholder, was also disappointed that the operator of Trinityhouse and Crawford Schools didn’t give investors a vote, the company said.

Tuesday’s meeting in Johannesburg comes less than a week after Advtech publicly rejected Curro’s latest approach. It also marks the retirement of Acting chairperson Jeffrey Livingstone, while two independent non-executive directors, Christopher Boulle, an attorney, and Brenda Gourley, an accountant and academic, are up for re-election.

READ: Curro may go hostile with R6bn bid for Advtech

South African company law prevents shareholders from acting in concert, so investors couldn’t agree to form a voting group before the AGM.

Any attempt to oust the board would probably require a special resolution, which could be proposed at the AGM but any vote would probably have to be delayed, according to the rules.