Last week the share price of Murray & Roberts (MUR) jumped higher with almost 22% of the company issued shares changing hands on the day at prices some 30% above the previous close.
Two question were raised; who were the sellers and who was the buyer?
SENS announcements since then tell us that Coronation, Allan Gray and Sanlam Investment Managers were the sellers with Coronation selling their entire 15% stake in the company. Allan Gray sold about 7% (now holding just over 15%) and Sanlam Investment Managers selling around half a percent and now holding just under 5%.
The last SENS was the announcement of the buyer, ATM Holding GmbH, Munich who now hold 25.4553% of MUR.
This raises a third question, what do the new majority shareholders in MUR plan to do with their stake?
A 25% stake does make them the largest shareholder but it is not a controlling stake. Are the new buyers going to be happy to sit at 25%? Legally they are not required to do anything and can claim their board seats and just be a significant shareholder.
Another option is an offer to buy out some or all the remaining 75% of the shares they do not own? On the surface this would make the most sense to me, perhaps even delisting MUR in the process.
But that would require support of existing shareholders with Allan Gray, the Government Employees Pension Fund, PIC and Sanlam holding almost half of the total shares in issue.
The new buyers would need significant support amongst this group to get enough votes and one would have to wonder why Allan Gray and Sanlam didn’t sell their entire stakes if this was the plan. That would have given ATM some 45% of the company. Importantly having crossed the 35% shareholding they would be required to make a mandatory offer to all minorities. This would make sense if the goal was to acquire control and perhaps delist MUR.
At the end of the day it looks like the end game here may just be as majority shareholder in MUR. ATM may change their mind in time. But for now, I’m not sure why they wouldn’t have got control by buying more from Allan Gray and Sanlam in the first place if that was their aim, if the two rejected selling a larger stake that tells the buyer that they’ll struggle to get control.