Property Flash


RMB Holdings (RMH) which has caught the ire of certain shareholders after it said it sold its 37.5% stake in Atterbury Europe, an eastern Europe focused real estate investment group, at a R512m loss, to Brightbridge, has reponded to the criticism it has been facing.

Brightbridge bought RMH’s shares and loan account. RMH has however announced it would declare a special dividend of 141.7 cents a share. The sale of the Atterbury Europe stake accounts for 124 cents a share of this deal and RMH has 1.411-billion shares in issue.

RMH started the process to unbundle its assets in 2020 as it was trading at a price lower than the prices of its constituent investments. It first unbundled its shareholding in First Rand to its shareholders. The unbundling unlocked around R5.41bn for shareholders who got to own First Rand shares directly rather than through RMH. RMH is now selling certain property assets which it owns through RMH Property. RMH owns 27.5% of Atterbury Property Holdings, which owns 20% of Mall of Africa.

Its executives have responded to questions posed by Property Flash about the Atterbury Europe stake sale. Brightbridge is Cyprus-based and is a holding company of Atterbury Europe. It will on-sell a portion of the Atterbury Europe stake to Pareto, an unlisted fund.

CEO Brian Roberts confirmed with Property Flash that RMH sold its 37.5% share in Atterbury Europe for R1.75bn which is R512m less than the value of the company’s investment as per its audited annual financial statements as at March 31 2022.

The Atterbury group was founded in 1994 in SA by Louis van der Watt and Francois van Niekerk and focused on developing retail centres and offices. Its European expansion gathered momentum in 2014 when the group co-invested with a consortium of private equity investors and formed Atterbury Europe B.V.. Atterbury Europe has investments in Cyprus, Serbia and Romania

Roberts said that according to International Financial Reporting Standards (IFRS), the net asset value (NAV) of a property company is the difference between the fair value of the properties in that company, and the fair value of the liabilities.

“Atterbury Europe employs independent, internationally recognised external valuers to value the underlying individual properties using internationally recognised valuation standards. These valuations are interrogated by the management teams in engagements with the external valuers and are, post this, approved by the respective boards. It is these final valuations that form the basis of the sign-off by the external auditors of the IFRS NAV,” he said.

“The RMH Board is comfortable with the process underlying the derivation of the NAV of R2.239bn for our 37.5% share of Atterbury Europe,” he said.

Roberts said the IFRS NAV for Atterbury Europe of R2.239bn was the value of the “sum of the parts” which the RMH board was comfortable would be realised over time. He said R1.75bn was the offer that was received for the “whole” without the risk of time and or liquidity. The RMH board considered the offer and concluded that the offer was fair and reasonable.

He said Investec, who acted as independent expert consultants, did their own analysis and also concluded that the offer of R1.75bn was fair and reasonable.

“As this was a category one transaction, the approval of the RMH shareholders was required. The special resolution required for the disposal of our 37.5% stake in Atterbury Europe for R1.75 billion was approved by 97.52% of the shareholders,” said Roberts.

“RMH sold Atterbury Europe for R512m less than the last reported IFRS value which is just one measure of value. The RMH board, the independent experts, and 97.52% of the shareholders, agreed that R1.75bn was a fair and reasonable price for Atterbury Europe. If RMH management received an offer for any of the remaining assets that was less than the last reported IFRS value, and we considered the offer to be reasonable, the same approval process as that outlined above would be followed. The ultimate decision to accept an offer lies with the shareholders,” he said.

Property Flash asked if the incentive structure is controversial and for details about what the executive incentives on the sale of the Atterbury Europe stake are.

“With the high levels of approval of the remuneration policy by the shareholders I do not agree that the incentive structure is controversial,” Roberts said.

“The second part of your question is ‘What are the executive incentives on the sale of the Atterbury Europe stake?‘ This is still to be determined by the remuneration committee and will be disclosed to the market in due course,” he said.

If an offer for an asset was received the process to accept that offer required the approval of the independent board, the scrutiny of an independent expert as to the fairness and reasonableness of that offer and the approval of the RMH shareholders, according to Roberts.

“Given that RMH has a strategy of monetisation and that the number, and value of, assets owned is finite, it is in the interest of the executive management to achieve the maximum price for each of the company’s assets. The executive management of RMH is fully aligned with its shareholders to achieve maximum value for the remaining assets,” he said.

Roberts has in the past said that the RMH Property’s investments in Atterbury and Atterbury Europe have been highly successful. Atterbury Europe published an interview with him in November 2020.

“When RMH Properties first invested in Atterbury Property Holdings (Pty) Ltd (APH) in 2016 it made a small, indirect investment into Atterbury Europe. That small, indirect investment has grown into a substantial partnership. We caught up with Brian Roberts, CEO of RMH Properties, to review the past four years of working together,” it wrote.

At that stage, Atterbury Europe accounted for over 80% of RMH Properties’ property portfolio. In addition to the 37.5% share in Atterbury Europe, RMH Property also owned a 27.5% share in Atterbury Property Holdings, a 20% share in Divercity Property Fund and a 50% share in Integer Properties Three.

Roberts said Atterbury Europe’s growth over the past four years had been exceptional. He said Atterbury Europe was run and managed by a phenomenal team that “always seems to overcome whatever challenges it’s faced with”.

“It is difficult to pinpoint a specific highlight; I enjoy all my visits to Romania, Cyprus and Serbia and in the short period we have been involved with the company we have opened Openville Mall in Timisoara, the Mall of Cyprus and BEO Mall in Belgrade. You have to be involved in the property business to comprehend the amount of work that the greater team puts in to get to successfully open a mall on time… it always gives me a great sense of pride to be able to say “we own a piece of this” when I walk around our amazing portfolio of properties in Europe,” he told Atterbury Europe.

It is unclear if RMH will sell other property assets in the near future at losses.

RMH’s shares are trading at 58c, which is a large discount of close to 50% to its NAV of 99c. When asked how he could decrease Roberts said the share price and resultant market capitalisation value of RMH were not something RMH could control.

“RMH will continue to manage the remaining portfolio of assets and to execute on the strategy of monetisation with the goal of maximising value for our shareholders. RMH’s strategy of monetisation has resulted in a meaningful return to our shareholders,” he said.

In June 2020 when RMH unbundled its First Rand shares, RMH was trading at 115 cents per share, Roberts said. He said it is now trading at the equivalent of 280 cents per share if you take the current price of 59 cents plus the first special dividend of 80 cents and the latest special dividend of 141 cents, which equates to an annual return of 47.5%.  

Roberts was also asked if RMH had considered share buybacks.

“The board did consider a share buyback as an alternative to a special dividend in returning the proceeds of the sale of Atterbury Europe. Considering our strategy of monetisation, and that RMH only has limited contributed tax capital available for a share buy-back, the board concluded that a special dividend is the most cost-effective way of returning capital to the RMH shareholders,” he said.

Despite the new special dividend, RMH’s large discount persists. A shareholder said the market looked concerned that RMH would sell more assets at a loss hence it continuing to trade at a discount to NAV.

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