RDC Properties has pushed back against PrimeTime Property Holdings' rejection of its takeover offer, calling key elements of PrimeTime’s arguments “materially incorrect and potentially misleading.”
In a detailed statement, RDC defended its offer of 0.6875 RDC linked units for each PrimeTime unit, stating that the swap ratio already factors in the impact of the proposed bonus issue of 189.6 million shares. The company says the bonus award is part of a long-standing capital strategy, not a last-minute dilution tactic, and was “clearly disclosed in the original offer circular.”
Addressing allegations that associates of the Giachetti family manipulated RDC’s share price ahead of the offer, RDC pointed to an independent investigation by Desai Law Group and a Botswana Stock Exchange committee, which found no wrongdoing.
RDC also rejected claims that PrimeTime offers a superior investment, arguing instead that RDC has consistently outperformed on key financial metrics. In its latest audited financials, RDC reported revenue of P563 million, operating profit of P342 million, and earnings growth of 23%, compared to PrimeTime’s six-month figures showing declining profits and a 62% drop in cash reserves. RDC’s loan-to-value (LTV) ratio improved to 41%, while PrimeTime’s stands at a higher 47%.
On asset valuations, RDC said 81% of its Botswana portfolio was independently valued in 2024, excluding only a fire-damaged asset. It dismissed the assertion that its properties are overvalued, highlighting recent disposals and appreciation in South African assets like the Regent and Old Cape Quarter. “These are realised gains, not theoretical values,” the company said.
Regarding PrimeTime’s criticism of RDC’s external asset manager (PAM), RDC argued that PrimeTime’s recent fee structure changes led to a 77% increase in shareholder costs without a vote. RDC says its own fee structure is market-aligned and shareholder-approved.
Finally, RDC dismissed claims that the merger would increase costs or result in inefficiencies. Instead, it pledged “proper oversight, improved governance, and capital structure optimisation” if the transaction goes through.
“RDC remains committed to long-term value creation,” the company said, adding that the offer presents a strategic opportunity for unitholders in both companies to benefit from a more diversified and better-capitalised real estate platform.