Latest news with #governance
Zawya
3 hours ago
- Business
- Zawya
South Africa: MAS shareholders urged to reject Hyprop's value-destructive offer
MAS shareholders are strongly urged to exercise caution and reject the recent unsolicited offer made by Hyprop Investments Limited ('Hyprop'). The purported offer is not only economically unattractive but also raises significant governance and regulatory red flags. Hyprop's offer fails JSE standards and is a disguised free option request PK Investments Limited ('PKI'), the largest shareholder in MAS, has highlighted that the Hyprop offer is inconsistent with the JSE Listings Requirements governing corporate actions, specifically the requirement for an offer to remain open for 12 days after becoming unconditional. More importantly, the offer is not a bona fide attempt to acquire MAS shares, but rather a cleverly disguised request for MAS shareholders to grant Hyprop free options to acquire their shares at a future date - and at a price far below market value, intrinsic value, and competing offers. In essence, this proposal gives Hyprop the right - but not the obligation - to acquire MAS shares from independent shareholders at a future date, under terms determined by Hyprop, but which offer must be accepted by 25 July 2025. The option is "free" in as Hyprop is not required to pay anything upfront for the right to acquire MAS shares in the future. This gives Hyprop a significant advantage, as it can choose to exercise the option only if it is beneficial to them, while shareholders receive no compensation for granting this right, and are prevented from considering alternatives. 'The Hyprop proposal is engineered to prevent shareholders from considering alternative offers, locking them into an arrangement that is materially below current trading levels, MAS's NAV, and PKI's own offer. This is essentially a free call option to Hyprop, with no fixed timeline for implementation. The inherent risk for shareholders if they accept the Hyprop free option is that they will be tied up without any time limitation or alternatives as Hyprop seeks to obtain regulatory, shareholder and other approvals. This carries zero risk for Hyprop with shareholders exposed to significant transaction risk,' said Martin Slabbert, CEO of Prime Kapital. Moldova Mall Cash portion is a 'smoke and mirrors' exercise The so-called cash component in Hyprop's proposal is a 'smoke and mirrors' exercise, designed to distract from the deeply unattractive pricing of the equity swap. The cash portion covers only a fraction of the free options Hyprop is seeking, with the equity swap component valuing MAS at just R18.03, or €0.88 per share — far below Friday's market close (22% discount), MAS's IFRS NAV (48% discount), PKI's cash offer of €1.40 per share (37% discount), and PKI's equity offer currently valued at €1.50 per share (42% discount), which also provides a guaranteed cash exit at 90% of MAS's adjusted NAV per share. Key shortcomings of the Hyprop offer: - The offer is essentially a share swap proposal at a ratio very unfavourable to MAS shareholders. - The cash offer covers just 5% of MAS's market capitalisation, represents only a 4% premium to the current share price for control of the business, and is a 31% discount to IFRS NAV, 17% discount to PKI's cash offer and 22% discount to PKI's equity floor level. - The offer forces MAS shareholders to dilute their high-quality CEE real estate exposure in favour of a riskier South African real estate profile, with limited rand hedge, convoluted corporate structure and a management team with substantially less experience and focus on CEE assets. - The offer's conditions give Hyprop a free option to acquire control, stripping shareholders of their rights to consider alternatives. - Shareholders who accept the Hyprop offer before it becomes unconditional will be severely prejudiced, losing their ability to consider superior alternatives and will be further exposed to the risk of extended and substantial price overhang due to the insignificant cash component. Moldova Mall Superior offer from PK Investments Limited PKI has tabled a voluntary offer that is significantly more attractive for MAS shareholders: - c. R28.80 per share, compared to Hyprop's R24.00 per share. - Over R2.2bn cash cap, versus just R800m from Hyprop; with the current MAS holdings of PKI and its shareholders, this offers a c.17% cash cover for the remaining MAS shares (versus Hyprop cash cover of a meagre c.5%). - The listed cash alternative has direct exposure to MAS's CEE assets, as opposed to Hyprop's South African-focused portfolio - The listed cash alternative has guaranteed minimum returns, upside linked to MAS NAV and a guaranteed exit. - Experienced and proven management team dedicated to CEE real estate, not a diversified South African/European portfolio. A defining moment for governance and shareholder value 'The manner in which the Hyprop offer has been conducted raises profound governance and regulatory concerns,' added Slabbert. 'The offer is not a genuine acquisition, but an attempt to secure control without paying for it - at a price that deeply undervalues MAS in an attempt to hoodwink minority and vulnerable shareholders. This is not just a corporate power grab. It is a fundamental test of governance, fairness, and transparency in South Africa's capital markets. Independent MAS shareholders - and the JSE itself - are at risk of becoming collateral damage in a scheme engineered by a small group of self-interested actors.' A call for unity among MAS shareholders This is a crucial time for MAS. Unity among independent shareholders is essential to protect value, fairness, and high governance standards. PKI remains fully committed to safeguarding shareholder interests and achieving the best possible outcome for all.
Associated Press
3 hours ago
- Business
- Associated Press
Diane Davis Appointed to Boards of First Fed and First Northwest Bancorp
PORT ANGELES, Wash., July 23, 2025 (GLOBE NEWSWIRE) -- First Northwest Bancorp (NASDAQ: FNWB), the holding company for First Fed Bank, announced the appointment of Diane C. Davis to the Boards of Directors of both First Fed Bank and First Northwest Bancorp. Ms. Davis brings more than 25 years of leadership experience in the insurance industry, with expertise in executive management, strategy, risk management, and corporate governance. Further, Diane is an experienced community bank board member, having served on the board of First Financial Northwest Bancorp, which was acquired earlier this year. 'Diane's extensive experience in risk oversight and executive leadership will be a tremendous asset to our organization as we continue to grow and serve our communities,' said Geri Bullard, Interim CEO of First Fed. 'Her proven expertise in strategy and governance aligns with our long-term goals, and we are excited to welcome her to the Board.' 'Community banks play a vital role in building strong, resilient local economies, and I'm deeply passionate about supporting that mission. I'm honored to join First Fed's board and work alongside its dedicated executive team and fellow board members,' said Diane Davis. Ms. Davis began her career at Farmers New World Life Insurance Company in 1992 and advanced through a variety of leadership roles, including Chief Risk Officer and ultimately President from 2016 until her retirement in 2019. She also served as Regional Chief Risk Officer for Global Life North America at Zurich Insurance Company Ltd., bringing broad actuarial and strategic planning experience to her board role. She holds a Bachelor of Science in Actuarial Science from the University of Illinois at Urbana-Champaign and a Master of Business Administration from the University of Washington. A Fellow of the Society of Actuaries, Ms. Davis currently serves as co-chair of 5050 Women on Boards of Greater Seattle and is a former member of the Board of Directors for Habitat for Humanity Seattle-King County. Her appointment reflects First Fed's ongoing commitment to strong governance, sustainable growth, and long-term financial security for its customers and communities. About FNWB First Northwest Bancorp (Nasdaq: FNWB) is a financial holding company engaged in investment activities including the business of its subsidiary, First Fed Bank. First Fed is a Pacific Northwest-based financial institution which has served its customers and communities since 1923. Currently, First Fed has 18 locations in Washington State including 12 full-service branches. First Fed's business and operating strategy is focused on building sustainable earnings by delivering a full array of financial products and services for individuals, small businesses, non-profit organizations and commercial customers. In 2022, First Northwest made an investment in The Meriwether Group, LLC, a boutique investment banking and accelerator firm. Additionally, First Northwest focuses on strategic partnerships to provide modern financial services such as digital payments and marketplace lending. First Northwest Bancorp was incorporated in 2012 and completed its initial public offering in 2015 under the ticker symbol FNWB. First Fed is headquartered in Port Angeles, Washington. First Fed Bank was recognized by Puget Sound Business Journal as a Best Workplace in 2023 and top Corporate Philanthropist in 2023 and 2024. By popular vote, First Fed received 2024 awards for Best Bank and Best Lender in Best of the Peninsula for Clallam County. First Fed is a Member FDIC and equal housing lender. Geri Bullard, Interim CEO / Chief Operating Officer First Fed 105 W. Eight Street Port Angeles, WA 98362 360-565-8556
Emirates 24/7
6 hours ago
- Business
- Emirates 24/7
Dubai Centre for Family Businesses highlights structuring of family business legacy models
The Dubai Centre for Family Businesses, which operates under the umbrella of Dubai Chambers, has hosted the latest event in its 'Governance Series.' The session, which was attended by 21 family business leaders, explored family governance and structural legacy models to support the long-term sustainable growth of family businesses. Held in collaboration with the Indian Business & Professional Council (IBPC), the session discussed practical ways for family-owned enterprises to plan for the future, including how to set up clear governance and legal structures to support smooth leadership transitions and promote long-term business continuity. Real-world case studies were used to illustrate strategies that have supported legacy-building in family-owned enterprises, with a focus on tools that support continuity and growth across generations. During her opening remarks at the session, Maha Al Gargawi, Vice President of Business Advocacy at Dubai Chambers, stated, 'We are committed to supporting the continuity of family business to enhance their contribution to building a diversified and sustainable economy. This is achieved by promoting the adoption of governance systems, management structures, and succession planning strategies that build on the achievements of these businesses.' Follow Emirates 24|7 on Google News.
ABC News
11 hours ago
- Politics
- ABC News
Nedlands election delayed after council sacked, as mayor Fiona Argyle says she was rolled
Nedlands council will remain in the hands of commissioners for longer than anticipated following the sacking of its mayor and elected councillors, after the election of a new council was delayed. Local Government Minister Hannah Beazley has appointed three commissioners to run the council after last month sacking all of the elected councillors, including the mayor Fiona Argyle. The move came after four councillors resigned within hours of each other, leaving the council without a quorum, with Ms Beazlley describing the situation as an "embarrassing" saga of "dysfunction and disunity". The council was already under investigation by the Department of Local Government over claims of governance breaches, and Ms Beazley said that probe was expected to conclude in coming weeks. Local government elections are slated to be held in October this year, but Ms Beazley said on Wednesday the Nedlands election would be rescheduled for March, to give the commissioners time to investigate the issues leading up to the sacking. Former WA Planning Commission chair David Caddy, a former Nedlands deputy mayor, has been appointed chair of the council, assisted by commissioners Bianca Sandri and Cath Hart. Mr Caddy said he and his fellow commissioners were "committed to bringing trust and integrity back into the governance system in the City of Nedlands." "We have a huge task ahead of us," he said. Mayor Fiona Argyle told the ABC she was not under investigation from the department and believed she had been targeted for political purposes. "I was elected mayor two times by a popular vote of the community and have ben rolled by the WA state government for doing my job," she said. Ms Argyle said this included "protecting Class A nature reserves from property developer." The City of Nedlands has been under scrutiny over its opposition to a proposed park for terminally ill children and their families next to WA's first children's hospice. The park was to be built on a class-A reserve, set aside for high conservation areas, but the land had significantly deteriorated over years. Council argued it wanted to develop the site itself, but the state's planning minister stepped in and took control of the land. One of the councillors who resigned last month cited the hospice park issue as one of the main reasons for quitting.
Times of Oman
12 hours ago
- Politics
- Times of Oman
Ukraine strips anti-corruption agencies of independence, EU slams move as 'serious step back'
Kyiv: The Ukrainian Parliament has voted to end the independence of the country's key anti-corruption agencies, triggering protests, criticism from Western officials, and warnings of a rollback in governance standards, RT reported. According to RT, the Verkhovna Rada passed legislation on Tuesday that places the National Anti-Corruption Bureau (NABU) and the Special Anti-Corruption Prosecutor's Office (SAPO) under executive oversight. Lawmakers opposing the measure reportedly shouted "shame!" as the vote result was announced. Later that day, Ukrainian President Volodymyr Zelensky signed the bill into law. The move came just 24 hours after Ukraine's domestic security service raided the NABU headquarters and arrested two investigators, RT noted. The raids sparked concern from G7 ambassadors, who said they were "monitoring the situation." RT reported that anti-corruption activists have called the move an intentional effort to suppress independent probes. "This is about silencing NABU and SAPO as they close in on Zelensky's inner circle," the Anti-Corruption Action Center said. The legislation, introduced by lawmakers from Zelensky's ruling party, was initially meant to revise Ukraine's criminal code under martial law. However, last-minute amendments were added to strip NABU and SAPO of their autonomy, according to RT. MP Anastasia Radina criticised the bill, warning that it would "effectively dismantle" Ukraine's anti-corruption infrastructure, turning NABU and SAPO into "purely decorative institutions ... completely dependent on the will of the prosecutor-general," RT reported. The NABU and SAPO were established in 2015 under Western guidance to promote prosecutorial independence, a key requirement for Ukraine's EU accession talks and access to international loans. The NABU had received substantial support in terms of equipment and training from the US, UK, and EU, RT noted. European Commissioner Marta Kos condemned the legislation, calling the "dismantling of key safeguards protecting NABU's independence a serious step back." She added that "the rule of law remains central to Ukraine's EU bid." European Commission spokesman Guillaume Mercier said the agencies were "crucial" for fighting corruption and maintaining public trust. He further stated that Ukraine's EU accession would require "strong institutional resilience," and reminded that "EU aid remains tied to reforms," according to RT. Ukrainian Prime Minister Yulia Sviridenko dismissed the international backlash, saying corruption concerns were "overemphasised," and indicated that Kyiv would continue to seek additional support from the IMF.
