16 May 2018

Namibia: Namsov Shares Saga Kicks Up Dust

A BUSINESSMAN who owns 4,9% in one of Namibia's biggest fishing firms, Namsov Fisheries, has threatened to sell his shares for N$53 million because of a dispute over the value of the company.

The Namibian reported last week that minority shareholders in Namsov Fishing complained of being bullied into ceding control of company assets, valued at N$450 million, to Bidvest Namibia Fisheries.

Namsov is owned by Bidvest Namibia Fisheries (69,5%), Namsov Community Trust (10%), Henties Bay People Fishing Company (5,5%), Prestige Fisheries Holding (4,9%), Khomas Fishing and Packaging (4,9%) and Oshakati Fishing Company (4,9%).

Bidvest Namibia Fishing decided to pull out of the fishing sector partly because of the reduction of fishing quotas over recent years.

Documents show that Bidvest Namibia Fishing wants to sell all its shares in Namsov to Tunacor Group for an undisclosed amount.

Since Namsov assets are not included in the Tunacor deal, Bidvest Namibia Fishing decided to take full control of Namsov assets from minority shareholders, who own a combined 30,5%.

This was revealed at a meeting on 16 March 2018 when Bidvest Namibia Fisheries outvoted the other five shareholders, who were against the sale of the assets.

Now, one of the Namsov co-owners, businessman Harold Schmidt, who owns 4,9% through Prestige Fisheries, has written to Namsov chairperson Sebby Kankondi, who represents Bidvest on the board.

Schmidt's lawyer, Richard Metcalfe of Metcalfe Attorneys from Walvis Bay, wrote to Kankondi on 19 April 2018 to object to the decision of Bidvest to buy Namsov's assets.

He threatened to sell his shares in Namsov, instead of selling to Bidvest, as resolved at the board meeting.

"Our instructions are, in terms of article 21 of the articles of association, to notify the directors of the company of our client's intention to sell its shares for the amount of N$53 million," Metcalfe stated.

The Namibian understands the assets which Bidvest wants to buy are valued at N$450 million, so Schmidt would only receive N$22,5 million from the sale of the assets, rather than the price he is asking for.

Metcalfe gave other shareholders a month (until 19 May 2018) to express interest in buying Schmidt's shares.

If Schmidt does not receive an offer, Metcalfe said, in terms of article 24 of the articles of association, he will sell his shares to anyone of his choice.

"Our client is not prepared to be further bullied by the majority shareholder, which is owned by a majority of foreign shareholders," he stressed.

Metcalfe said as per section 22 of the articles of association of Namsov Fishing Enterprises, the directors should within one month of receiving the notice inform the other members of the contents of the letter, and each member will be given the opportunity to buy the shares if they make an offer.

According to the lawyer, Schmidt was not interested in any further explanation from the majority shareholder, and would not reply to them. The letter was also copied to fisheries minister Bernhard Esau, and states that Schmidt would consult the Anti-Corruption Commission, if necessary.

Metcalfe said the meeting of 16 March 2018 was just a smokescreen to hide the true intentions of the board.

The main purpose of the boardroom stunts, he stated, was to transfer the horse mackerel fishing licence to Tunacor Group Limited in the hope that the fisheries minister would renew the licence upon its expiry on 31 December 2018.

"The rest of the proposals presented to our client are simply a corporate smokescreen to elaborately deprive our client of access to any horse mackerel licence," he said.

Metcalfe furthermore claims that the majority shareholding of Bidvest Namibia Limited was owned by foreigners, and not Namibians.

"It is further clear that your boardroom acrobatics are aimed at oppressing the minority shareholders into accepting a dictatorial compromise of their rights by the bullying majority shareholder," he continued.

The letter was also sent to all shareholders, namely Foibe Namene (Khomas Fishing and Packaging), Angelina Sinvula (Namsov Trust), Alfred Herzberg (Oshakati Fishing Company), Jacobus van Graan (Henties Bay People Fishing) and Namsov directors' Gerrie Hough, Pieter Steyn and Kristian Woker.

Meanwhile, Tunacor declined to comment on whether they are talking to Bidvest in order to buy Namsov shares.

Tunacor is owned by Namibians, including businessman Sidney Martin, through Beluga Investment, and a consortium called Kaume Group, which is fronted by businessman Olavi Hamutumwa.

Martin declined to comment, while Hamutumwa referred questions to Bidvest.

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