Stock Talk: Beer deal enough to drive one to drink

11 October 2015 - 02:00 By Ann Crotty

Between now and Wednesday - the deadline for a formal offer from AB InBev - the Santo Domingo family might decide to back the predator; the predator might decide to walk away; SABMiller might announce a tie-up with a more friendly entity; or the predator might make an offer the board cannot refuse. It's going to be a very busy and, for some, nerve-racking few days. Meanwhile, aren't you getting a little fed up with all this virtuous talk of the spartan lifestyle of the AB InBev management? Travelling by bus everywhere, seven executives to a hotel room, a diet of water (or Budweiser) and dry biscuits ...It all sounds a little too Monty Pythonesque to be healthy. And in all of this asceticism, what should we make of theà250-million (R3.7-billion) that will soon be showered on AB InBev CEO Carlos Brito for reducing AB InBev's post-Anheuser Busch debt levels?story_article_left1He managed to reduce the debt by issuing equity, selling assets and, most important, cutting costs.To the extent that cost-cutting involves retrenchments, and it generally always does, this seems to represent an unascetic transfer of wealth from the now unemployed former AB InBev worker to the already exceptionally wealthy Brito.If Thomas Piketty finds out ...Woolworths saleJust over a week into it and October is proving to be a busy month for Woolworths directors wanting to sell their shares.Chairman Simon Susman has sold just over R50-million worth and CEO of the global operation Ian Moir is set to offload R51-million of his shareholding midway through this week, a transaction in terms of a zero-cost collar hedging transaction he entered into a year ago.Last July, Zyda Rylands, who was recently appointed CEO of Woolworths South Africa, sold R31-million of her shares. That sale was necessary in order to settle a tax obligation that resulted from the winding up of the company's employee share ownership scheme. A tax obligation of R31-million suggests the scheme was exceptionally generous, at least for some.After that transaction, Rylands was left with 2.8million shares, with a market value now of around R2.8-billion.Bekker's exquisite timingAnd so Koos Bekker's unique remuneration arrangement with Naspers is no more. We were all reminded of that fact when it emerged some weeks ago that Bekker had taken the opportunity of his year's "sabbatical" to sell off 11.7million of his Naspers shares.Whatever spin the company wants to put on it, it's hard to shake the feeling that selling during the sabbatical was designed so that no details would have to be released to the public. You can imagine the reaction to a SENS statement revealing that Bekker had secured a pre-tax profit of around R15-billion from the sale.story_article_right2Of course, we'll never know whether it was a R15-billion profit or a R13-billion profit or perhaps a R20-billion profit because we'll never know exactly when he sold and at what price.But assuming it was R15-billion and assuming Bekker is a South African resident for tax purposes, the South African Revenue Service would have collected R2-billion on the transaction, leaving Bekker with an after-tax profit of an eye-watering R13-billion. The R2-billion represents the capital gains tax Bekker would have had to pay on the profit he made between the vesting of the share options a few years earlier and last year's sale.From a tax perspective, Bekker was remarkably lucky in the timing of his last five-year contract with Naspers, in terms of which he was awarded 11.7million shares in 2008. Those shares vested (in chunks of 3.9 million) in 2011, 2012 and 2013, when the share price was doing reasonably well but had not yet skyrocketed. The profit he made between the awarding and the vesting was about R3.3-billion and was taxed at the income tax rate of 40%, generating income of around R1.3-billion for SARS.For Bekker, the really huge profit (unrealised until he sold last year) came during 2013 and 2014, when the share price surged, but this profit is liable for only capital gains tax, which is an effective 13%.So it seems (and these things are only ever known by SARS, Bekker and his tax advisers) Bekker would have paid tax (income and capital gains) of around R3.3-billion on his estimated R15-billon profit.JSE listings requirementsWhat is going on? Even allowing for the fact that the world is constantly changing and that most of the latest proposed amendments to the JSE's listing requirements look good, it is a bit hard to swallow another set of changes so soon after last year's massive re-write. Perhaps a period of quiet contemplation is needed...

There’s never been a more important time to support independent media.

From World War 1 to present-day cosmopolitan South Africa and beyond, the Sunday Times has been a pillar in covering the stories that matter to you.

For just R80 you can become a premium member (digital access) and support a publication that has played an important political and social role in South Africa for over a century of Sundays. You can cancel anytime.

Already subscribed? Sign in below.



Questions or problems? Email helpdesk@timeslive.co.za or call 0860 52 52 00.