RDC’s bid for PrimeTime flops
Mbongeni Mguni | Monday August 11, 2025 12:51
RDC Properties closed an initial offer to PrimeTime shareholders on August 1 and this week announced that those who expressed interest in participating were less than the 44% equity stake it was seeking in the rival firm.
“As of the initial closing date acceptances received were not sufficient to enable the company to acquire at least 44% of the linked units of PrimeTime in issue, and, as a result, the condition set out in the Offeror Circular in this regard has not been fulfilled. “Unitholders of RDC and PrimeTime are advised that the offer is terminated and will not be implemented,” RDC directors said on Tuesday.
The offer by RDC consisted of a share swap arrangement in which RDC Properties was offering PrimeTime shareholders an opportunity to exchange their existing shares for a proportion of the shares in RDC. The offer had also been sweetened by the offer of bonus shares in RDC for participating PrimeTime shareholders.
The offer followed the conclusion of an extended probe by the Botswana Stock Exchange after a tense period last year when PrimeTime accused RDC of, amongst others, weighing its stock down by introducing uncertainty over the takeover. Earlier this year, a BSE committee cleared RDC of nearly all accusations and approved the floating of the offer to PrimeTime investors.
The hostile takeover was the subject of accusations, counter-accusations and denials between the two sides, as well as apparent tensions in the share registries, amidst apparent lobbying campaigns over the attempted corporate action.
Prior to the closure of the initial closing date, the PrimeTime board said it had the written support – against the offer – of shareholders representing 38% of the share registry. The PrimeTime board fought strongly against the attempted takeover describing the move and the terms as “unfair and unreasonable,” significantly undervaluing PrimeTime, carrying the potential of increased expenses and inefficiencies and being “highly dilutive” to PrimeTime shareholders.
PrimeTime directors also told shareholders that RDC’s local assets were overvalued.
On the other hand, RDC rejected all the allegations and said the structure of the deal was designed to give PrimeTime investors access to a more diversified and regionally positioned property portfolio under RDC management.
On Wednesday, insiders tracking the attempted takeover told BusinessWeek that fund managers did not think RDC presented a compelling case for value addition.
“PrimeTime's portfolio is considerably better which made the offer highly unattractive to PrimeTime unitholders who would have seen value and distribution dilution,” one insider said. “The action was not well thought through and came with an assumption that RDC would have more support than they garnered.”