Africa-Press – Botswana. An investigative committee of the Botswana Stock Exchange (BSE) has given RDC Properties the green light to proceed with its long-suspended bid for a stake in property sector rival PrimeTime.
This follows a comprehensive ruling by the BSE regulatory committee, which had been probing the hostile takeover from October last year until this month.
In a six-page ruling issued publicly this week, the BSE’s committee not only cleared RDC Properties of several key allegations but also reset the clock on the takeover timeline.
The BSE investigators relied largely on the South African companies’ legislation and takeover regulations in that country, as local institutions and regulators are yet to develop their own, particularly with regard to hostile takeovers.RDC Properties had attempted to acquire PrimeTime by offering unit holders 0.6875 RDC units for each PrimeTime unit held, with the goal of securing atleast a 44% equity stake. The offer was made directly to PrimeTime shareholders, bypassing the board and in the process raising hostilities between the two groups, which represent some of the largest property counters on the BSE.
According to the BSE’s ruling, RDC has to post an offer circular within 20 business days from April 30, 2025. Once posted, PrimeTime will have 20 business days to issue its offer response circular.
“On the 45th business day after the RDCP Offeror Circular opens an announcement shall be made by no later than 4:30pm as to whether the RDCP Takeover Offer is unconditional as to acceptances or has terminated,” the BSE said.
The decision comes after the Regulatory Committee adopted the findings of an investigation into complaints made by PrimeTime. RDC was cleared of accusations ranging from improper cautionary announcements to alleged market manipulation and breaches of the Companies Act.
However, the committee did note two areas where RDC fell short including a breach of the non-binding ‘Rule of 5’ guideline and failure to secure required non-disclosure agreements from PrimeTime unit holders who were approached prematurely.
Under the ‘Rule of 5’ guideline in South African takeover regulations, when approaching shareholders prior to the release of a firm intention announcement, an offeror may approach no more than five shareholders, each holding not less than five percent of the shares.
Whilst these infractions may result in administrative fines, the committee concluded that they do not compromise the legitimacy of the takeover process. The BSE may issue compliance certificate to RDC once it is satisfied that all legal and regulatory obligations have been met.
The BSE committee further emphasised that both RDC and PrimeTime must comply fully with all other requirements set out under the South African takeover laws which govern such transactions in Botswana through BSE listings requirements.
Meanwhile, the Non-Bank Financial Institutions Regulatory Authority (NBFIRA), which regulates stock exchanges, amongst others, has said work is ongoing to craft Botswana-market specific rules for mergers and acquisitions.
BusinessWeek had questioned why the BSE probe had to rely on South African law and rules.
“It is worth noting that the BSEL as a self-regulatory organisation is the primary regulator of the affairs of listed companies and has thus been duly empowered by the relevant legislative framework to supervise mergers and acquisitions of listed companies,” NBFIRA spokesperson, Boa Ntebele, said in a written response to enquiries. “The development of domestic rules for mergers and acquisitions is the responsibility of the BSEL with input from the regulatory authority. “In that regard, work is in progress to craft a Botswana market specific framework.”Botswana Stock Exchange clears RDC’s path for PrimeTime takeover bid.
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