It’s not every day that a listed company makes a significant acquisition from its own share register.
Insurance-based investment company Conduit Capital surprised the market last week when it proposed buying out major shareholders in the form of specialist investment companies Snowball Wealth and Midbrook Lane in a R632m deal.
Midbrook was part of a consortium that included Protea Asset Management and Riskowitz Capital, which pulled off a corporate coup at Conduit in March last year when prime mover Jason Druian was replaced as CEO by Sean Riskowitz. Snowball is a Cape Town-based boutique investment company headed by Leo Chou and Julian Rabinowitz that has been a long-time shareholder in Conduit.
The buyout consideration for Snowball is R465m and that for Midbrook is R167m — and both will be settled by the issue of new Conduit shares at 245c each.
Aside from their investments in Conduit, Snowball and Midbrook have significant minority stakes in small cap counters Finbond , Taste Holdings, Trustco , Eqstra and Calgro M3. Conduit also holds considerable stakes in Finbond, Trustco and Taste. Conduit, along with Midbrook and Protea Asset Management, holds a 15% stake in vehicle retailing group Combined Motor Holdings as well.
It is understood that the central premise of the deal is to reinforce certain investment ideas that overlap across three portfolios.
The deal will also result in a larger investment portfolio, enhanced earnings and a bigger balance sheet for Conduit, and offer Snowball and Midbrook investors more liquidity in their investments, as well as exposure to Conduit’s unlisted assets.
For shareholders of Conduit, the Midbrook transaction removes a lingering conflict of interest by aligning the interests of executives that serve on the boards of both companies.