Stock Talk: A quiet brandy with Meyer Kahn could teach KWV

28 June 2015 - 02:00 By Ann Crotty

Legend has it that in a time long gone - before anyone had heard of corporate governance or King recommendations, a time when South African Breweries (SAB) had its primary listing on the JSE and owned Southern Sun Hotels - SAB boss Meyer Kahn ruled that the hotel chain could sell only SAB and Distell products. Whether it is slack management, as some KWV minority shareholders suspect, or a dutiful eye to proper governance, as KWV management would have us believe, the new controlling shareholder of Tsogo Sun, as Southern Sun is now known, is not pushing the group's product through the hotels. But it is still early days.Hosken Consolidated Investments (HCI) took a controlling stake in Tsogo Sun from SABMiller last year. HCI indirectly controls KWV through its controlling stake in Niveus, which holds 57% of KWV.The KWV annual report reveals that it sold just R374000 of goods and services to Tsogo Sun in the 12 months to March. KWV minority shareholder Chris Logan wasn't impressed and said as much to KWV chief executive Andre van der Veen at Friday's annual general meeting."We can't force our partners to buy our wines. Obviously we'll have discussions on how we can improve this relationship," replied Van der Veen.A chat with Kahn might be the first step in learning how to "improve" the relationship.During his presentation Van der Veen said KWV did not have the resources to service hotels and bars."We are very resource-strapped but, as our profitability improves, we will be able to service those outlets. It will generate marginal volume gains but significant brand gains," he said.And so KWV sits with about R700-million worth of great brandy while management waits for the market to move towards premium product so it can start to make profits.The seeming lack of urgency in sorting out this "long-term" investment has prompted some of the minority shareholders to suspect that the controlling shareholders want to wear them down so that they'll accept a buyout price of R6 a share or less. The profile of these particular minority shareholders suggests that this tactic might not work.CaxtonIn a move that is reminiscent of Tsogo Sun's controversial funding of share purchases by its key executives, Caxton has just announced it is advancing R114-million to two of its top executives, Tim Holden and Piet Greyling. They will each get R57-million, which makes this arrangement considerably more modest than Tsogo Sun's.The money will be used by each executive to buy 4million shares. Greyling and Holden will chip in some of their own funds to buy shares.The shares are being bought at R15 apiece, which is the level they were trading at back in November last year when the agreement was reached.Given that the share price is currently around R18.35, Holden and Greyling are already in the money to the tune of R13.4-million each.They will have to repay the loan, which is interest free, as they sell off any of the shares.But the more intriguing question is whether this is the Caxton version of succession planning? And does it mark the beginning of an exit by the company's co-founder and CEO Terry Moolman?African Media EntertainmentTalking of Caxton, this week saw another change of control take place thanks to a share repurchase.The Moolman& Coburn Partnership (MCP), which controls Caxton, has emerged as the controlling shareholder at African Media Entertainment (AME) after AME bought backover 9000 of its own shares this month. Before the repurchase, MCP had 34.99% of AME.This case is not as dramatic as the change of control at Combined Motor Holdings, but again you have to wonder how often do the Financial Services Board and JSE have to be told about the implications of buy-backs before they toughen disclosure requirements?..

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