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Advtech to Face Investors at AGM Amid Curro Offer Criticism

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Investors upset by Advtech Ltd.’s decision to reject a proposed takeover by competitor Curro Holdings Ltd. will get a chance to protest when the South African schools operator holds its annual shareholders’ meeting on Tuesday.

Curro has made a “conditional firm intention offer” for the equivalent of 13 rand ($1.03) an Advtech share. The share-swap proposal also includes a 50 percent cash payout for investors who don’t want to accept Curro’s stock. Advtech’s board, which says it’s yet to receive a formal offer, broke off talks with Curro last week after deciding the deal wasn’t in the company’s best interests.

That’s drawn criticism from Advtech’s two biggest shareholders, who say the board should let investors decide.

“We are unhappy that the board has not seen fit to pass the offer over to shareholders for a vote,” Gavin Wood, chief investment officer at Kagiso Asset Management (Pty) Ltd., Advtech’s second-largest shareholder, said in an e-mailed response to questions on July 24. “We think the offer is fair and would support it.”

Coronation Fund Managers Ltd., Advtech’s biggest shareholder, was also disappointed that the operator of Trinityhouse and Crawford Schools didn’t give investors a vote, the company said.

Directors’ Re-Election

Tuesday’s meeting in Johannesburg comes less than a week after Advtech publicly rejected Curro’s latest approach. It also marks the retirement of Acting Chairman Jeffrey Livingstone, while two independent non-executive directors, Christopher Boulle, an attorney, and Brenda Gourley, an accountant and academic, are up for re-election.

South African company law prevents shareholders from acting in concert, so investors couldn’t agree to form a voting group before the AGM. Any attempt to oust the board would probably require a special resolution, which could be proposed at the AGM but any vote would probably have to be delayed, according to the rules.

Advtech rose 1.4 percent to 12.46 rand at 9:48 a.m. in Johannesburg, bringing its gain this year to 43 percent percent. Curro fell 0.6 percent to 34.01 rand.

Advtech will present a positive outlook for the company at the meeting, and will also report back to shareholders on purchases the company’s made in the past year, Interim Chief Executive Officer Frank Thompson said by phone on Friday.

“The AGM is the big annual event where shareholders can talk to management and the board and where they can express themselves on the various resolutions put forward,” Thompson said. “We will be well prepared and we look forward to engaging with shareholders.”

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