RMB Holdings Limited (RMH) Earnings Call Transcript & Summary

Good morning, everyone, and welcome to the 38th AGM of the shareholders of RMB Holdings. We welcome our shareholders who are represented, and we also welcome guests meeting today. The meeting is being conducted in person, and you all received the invitation to join us in person, but also electronically. [Operator Instructions]. Our share registrars, Computershare, have been appointed as scrutineers and have kindly also made available this room free of charge for us to have this meeting. The results of the meeting will be made available once the poll is closed, will then be displayed on the screen and as per normal, also published in due course. I want to constitute the meeting. And as more than 3 members are present in person or by proxy, representing over 25% of the voting rights, I declare this meeting duly constituted as the Annual General Meeting of the Shareholders of RMB Holdings. I want to remind those present and dialed in that now that we've constituted the meeting, we will go over into the question-and-answer session, both verbal and in writing. We will then conduct the voting. The poll will then be closed. We will post the results of the voting, and we will close the meeting. So if I could then open the Q&A session, and thereafter, as I mentioned, we will present the resolutions to the meeting. Thank you very much.

Mr. Cilliers, your hand is up, and please go ahead and pose your question.

Yes. Just on procedural issues. Thank you for sending me the attendance register this time before the meeting start. I had a quick look at it. Can you just confirm for us if every share that will be voted today or that maybe already have voted electronically, are they on the attendance register or might there be people that voted through the institutional channels currently that's not reflected on the attendance register?

Okay. May I ask the Computershare to verify that for us and can we just give them a minute to do so?

Okay.

Thank you.

At the same time, while they're busy, I know there's quite a few people from Atterbury here at this meeting. I see they are listed as guests. Did you receive valid proxies or letters of representation for them to allow them to attend this meeting?

Not necessarily, and I have not checked that. We are allowing guests at this meeting.

Okay. Because I just -- so is it your discretion to allow them because I just want to make the point that on a meeting that Atterbury called a while back last year to remove Mr. Brian Roberts from the Board of Atterbury Property, I was a member of the Board of Atterbury Holdings at that time and as the majority shareholder of Atterbury Property, they did not want to allow me to attend that meeting. And I had to get a proxy or a letter of representation from another shareholder of Atterbury Property to attend that meeting. So I just want to know if we're going to extend the same gratitude to them as well?

I will answer your question by also referring to Ms. [ Crotty ], who is on the call. She is a vociferous proponent of transparent and open Annual General Meeting. So I think that in the spirit of transparency and the fact that the company also needs to discuss important matters with their shareholders, I would hope that we can exercise the discretion to allow guests into this room, Mr. Cilliers.

I fully support that. I just want to make the point in that that's your discretion and that we differ from Atterbury in that regard. Thank you.

Let's start with the written questions. Have we received any questions in writing?

[indiscernible]

Okay. I'll come back to that now. Let's just look at the -- nothing in writing?

No.

Thank you. So we will keep monitoring the written questions. I am following the sequence that Teams is indicating and only the -- sorry, Mr. Cilliers, the floor is still yours.

So I don't have a lot to say today. I mean I'd like to get to the voting and get this over with. But I do just want to say one thing. Actually, I want to read you something that I've prepared. I'm here representing 222 million shares, which is approximately 16% of RMH's shares issued. Before Atterbury, I was the largest single individual shareholder. Yes, so dear Mr. Chairman, I want to say the following to you: I've trusted you before, but I lost all that trust when the SENS of 9 February 2026 was published. In that SENS, RMH shareholders were informed that the Board entered into an implementation agreement with AttBid in terms of which the RMH Independent Board was supportive of AttBid's lowball offer of ZAR 0.47. I felt a deep sense of betrayal when I read that unexpected SENS announcement. You knew I and many other shareholders would not support such a lowball offer from Atterbury. And you promised me that the Board also will not support such an offer and that Atterbury will have to make a hostile offer at that price if they wanted to go ahead with it. A hostile offer was unlikely to get much support from RMH's over 70,000 minority shareholders, if such a lowball offer was not supported by the RMH Board. Yet you betrayed your loyal minority shareholders in RMH who trusted you to look out for their best interests. Many shareholders sold their shares at ZAR 0.47 after that SENS announcement, believing the RMH Board did not have their backs anymore. This has played a big role in Atterbury managing to acquire additional RMH shares since then, increasing their interest to over 40% currently, and for all practical purposes, obtaining control over RMH. Atterbury does not have RMH's best interest at heart and I'm not interested in keeping RMH listed. You know that, and yet you still open the door to let the wolf in. Looking back, my trust in you and the rest of the current Board was woefully misplaced. And perhaps I naively believed the old school values of the caliber of people that founded at RMB Holdings would still be honored. That was my mistake. In hindsight, I should have leaded the signs and pressing red sirens that try to warn me that the culture of RMB today is not the same anymore. I will therefore not be voting for you and the rest of the current Board ever again. I will also not support any of the resolutions put forward today by this current Board, except for the election of the 2 new Independent Directors. This company is in desperate need of a completely new Independent Board. You, as Chairman, should be ashamed of yourself for the way you as a Board have sold this once proud company of its illustrious history to Atterbury so cheaply, just like Judas when he betrayed Jesus for a proverbial 30 pieces of silver. I suspect Atterbury might be one of the few shareholders that will still vote for you today, given that you have helped and supported their lowball bit. Since Atterbury practically control the majority of the votes at an AGM of RMH now, you might still be reelected today if they do vote for you. However, it's my opinion that you have brought disgrace to this company, and you should do the honorable thing and resign. Thank you.

Thank you, Mr. Cilliers. May I clarify 2 points for you? The first one is that we made it clear in the announcement where we notified shareholders of the offer that we -- that the opinion that the Board will issue is not yet formed and formalized and that the only support that we have given Atterbury was to enter into the agreement to have an orderly approach to the company. They made it clear to us that if we didn't support it, it would be a hostile general offer. And we didn't feel that it's in the interest of the company where we couldn't control the narrative or agree the narrative with the potential offer to go into a hostile process. So I think you are unfortunately wrong by saying that by entering into the intention or into the agreement that we necessarily supported the offer. So I unfortunately cannot stand for that contention. Secondly, you used the word that I promised you things. Now Mr. Cilliers, let me be very clear, I've been with this group over 25 years, and I do not make promises I cannot keep. So we had several discussions, I accept that. But there would not have been a promise that I would act in a certain way until, first of all, knowing what the exact terms of any approach were, what my Board wanted to [indiscernible] and also what the independent expert wanted to do. So [indiscernible] exception that you attack my integrity by saying I didn't keep promises.

I stand by what you said, Mr. Chairman. I know what you said. I know what the e-mails say. We had many discussions as you said. That announcement came as a complete surprise to me after a period of more than 3 months where I thought you were fighting for us and would not support that lowball offer. And we made it clear to you -- I made it clear to you that if they will -- want to continue with that price, they must come off our sell offer and you did not disagree with me. You said you will not support that lowball offer. I stand by that. But I've had my say, let's get -- let other shareholders have their say, others might have different opinions. Ultimately, we're going to vote. I just wanted to let you know how I feel.

No, that is very clear. Thank you for that. I want to hand over to the room [indiscernible] under your name.

My name is [indiscernible]. With me here are my colleagues, Armond Boshoff who's the CEO of Atterbury Property Holdings and Atterbury Property and Atterbury Property Funds. [Technical Difficulty] So I'll start from the beginning. If everybody can hear me now, just indicate, please.

Yes.

Thank you. My name is [indiscernible]. I'm joined here today by my colleagues, Armond Boshoff, who is the Chief Executive Officer of Atterbury Property Holdings and Atterbury Property and Atterbury Property Fund; and also Cornelia de Kock, who is our Company Secretary. And to the best of my knowledge, as Armond has been appointed as a proxy for Atterbury Property Fund, who is a shareholder of the company, and we were allowed to appoint 2 attendees for that shareholder and I'm the second attendee in that regard. And Cornelia, to the best of my knowledge, was confirmed as invited as a guest to the meeting. So I think we are all -- we consider ourselves invited. For myself, what I could maybe say is that I specifically asked to attend the meeting. I asked Mr. Bosman, the Chairman, if I could say a couple of words. And I was also not instructed by the Atterbury Group to come and talk here. I also went to them and said I wanted to say a couple of words. Because as we all know, there's an offer coming out now and everybody is a little bit concerned or, let's say, cautious to say things that's going to be in the public domain pretty soon, but might not be in the public domain now, and everybody is just a bit cautious and I, at the stage of my career and my life, have one thing that I stand for, and that is shareholder alignment. It's a very important thing, I think, for the health of any company to have shareholders that are aligned. And due to the changing strategies between Atterbury and RMH over the last couple of years, which everybody has the perfect right to have decided on and embarked on, there has not been good shareholder alignment. And I think we are at a very important crossroads at the moment, a moment in time where shareholder alignment can be restored to a great extent. And so I felt it very pressed on my heart almost personally to come and speak and to give all the shareholders of RMH a bit of insight that I think might not be in the circular and which is also not illegal to say before the circular. So if you could indulge me for a minute, Mr. Chairman, let me just gather my thoughts and try to put it. As you see, I don't have notes. I'm not reading you a statement I prepared in the middle of the night. I'm speaking from the heart. So let's start by saying where is Atterbury at the moment? Mr. Cilliers alluded to it that we have acquired up to 40%. The party is acting in concert in this bid has acquired up to 40% already. The offer is going out next week Monday and will be open until the 24th of April. At 40%, one is not controlling the company outright, but it's getting quite close. And Atterbury has a long-term -- let's say, long-term vision, long-term dream, long-term presence, call it what you want, but we are thinking long term in terms of the property industry in South Africa, the real estate industry, and we are a development company. So we are thinking long term, we are thinking development. Those 2 things typically require capital rather than sending our dividends to shareholders on a regular basis. So that is the reality of the company that Atterbury is. And the shareholders of RMH decided on monetization a couple of years ago. And let's quickly look at the monetization just from the point of view of this past year -- past few years. In 2019-2020 when this was announced, the unbundling of FirstRand happened, and I think it was the 25th of April, if I remember correctly, 2020 when the unbundling happened on the JSE and the market cap of the company after unbundling was ZAR 2.4 billion in that region. All this can be checked by people that writes articles. I'm not going to give you the details, but give you some direction. So then write a nice article about what I'm saying now. So a shareholder on that day that was part of the unbundling had to decide whether he's going to sell his shares now or whether he's going to keep it. At that stage, only real estate property investment was left in the company. So if you didn't take any decision, sure, you were along for the ride. But if you took a decision on that day to stay invested, you were investing at a market cap of ZAR 2.4 billion. Subsequent to that, we had COVID. Now during COVID, as you would remember, property as an asset class, the existence of property as an asset class came into question. That's how bad it was. People were saying everything is going to happen from home. There will be no more shopping centers. There will be no more office, so try sell an asset in that market, okay? You cannot even sell your best assets at bad prices and you cannot even give your worst assets away. So we had 2 years of that. Then we had 2022 after COVID, we had a lot of quantitative easing during COVID. So there was very high inflation and high interest rates globally, very sticky situation. Property industry doesn't really respond well to high interest rates and high inflation. So it was not a good time to sell assets. Then came 2023, again, war breaks out, it's not a good time to sell assets. Regardless of that, by 2024 when the last dividend was paid to RMH shareholders, a total of ZAR 3.55 billion had been paid out in cash to shareholders. What remains now is the ZAR 650 million that is the total value of the offer, if one takes the market cap as the value. So if you put all that in a spreadsheet and you start with the ZAR 2.4 billion in 2020 and you end with -- including the ZAR 650 million, ZAR 4.2 billion in 24th of April 2026, you would have earned a 27% IRR on this monetization strategy. Now I think that is an excellent result that was achieved by the shareholders of RMH. You should be thanking and congratulating your management. And for that reason, we will support today continuation of the management team as it stands in terms of the way we will vote. We will -- in time when the offer is closed and we know how much shares we have bought, yes, then we will look at reconstituting the Board, we will look at management, we will definitely look at the strategy of the business going forward. And this is where I think the last part of my comments today comes in is to say what can you expect from Atterbury as the dominant shareholder and exercising considerable influence, if I can call it like that, over the strategy of RMH going forward? Having said what I said at the beginning, Atterbury is a development company, we have a long-term view of being active in the property development market in South Africa. We feel positive about the future. We think the recent budget really start showing -- the government is on the right track in terms of getting the fiscal situation under control. We really feel that the Government of National Unity with its faults has made a huge difference. And even in the next election, we expect something similar to lead into the next decade of, I think, much more investor confidence and growth. So we are confident, but we are signing up for a 10-year period of development. Developments don't happen on a quarter-by-quarter basis. So RMH shareholders have to decide whether they are on board with that strategy or not. If you're not on board with that, you have to complete your monetization strategy, which is now possible because there's an offer on the table. And if you don't like the offer, I'm sorry, but that is what it's going to be. There's not going to be a higher offer. The offer isn't going to change if somebody complains about the value of the offer or they say they don't have enough information to make a decision. The information that you have is 1 or 2 things: either sign up for the next 10 years in which we all believe we're going to make a lot of money, but it's going to take long before you see cash; or you sell now because if you don't sell now, you can take the following and write it down, it's those people that are making notes. There will be no more dividends. There will be no share buybacks. There will be no other forms of capital distribution. There will not be another offer. So if you don't sell now, you would have forfeited that opportunity. So to close off, Mr. Chairman, I always -- many of us have seen the draft of the circular that's going out. People that haven't seen that have seen many circulars before, the language in the circular sometimes tend to say, if you don't want to participate, don't do anything. Just do nothing; otherwise, do X, Y, Z and that's the language of the circular. It's normal. Trying to lighten the note a little bit by saying, I'm telling you today to not do nothing. I'm not urging you to sell. I'm saying to go think if you don't want to sell, if you want to stick with us, do it for the right reasons, but at least think about it, think what you're signing up for and then don't sell. But if you are not happy with long-term illiquidity and low liquidity, et cetera, then rather take the opportunity, sell, complete your monetization process, get certainty, put your figure in your spreadsheet and you can account to your shareholders what you've done so far and you remove all that uncertainty from what's going to happen in the future. Thank you, Mr. Chairman. I appreciate the opportunity to say these words.

Thank you, Mr. [indiscernible]. Do we have questions in writing so far?

Yes, we have one question.

We have one question. Thank you. Let's take that.

[indiscernible]

Oh, the first question.

I've sent the list over to [indiscernible] we can always share that with Albie as well.

Thank you. What is -- can we maybe just form a view on the question so that we remove the uncertainty?

Yes, so Albie asked, is everyone attendance based on the attendance register that [indiscernible] has provided? I can only confirm who is online, which I [indiscernible] and Albie wants that information now, I can also give it to him.

Okay. Mr. Cilliers, I'm not sure whether you heard that. The verification of the people in the room and represented by proxy have been done. We have not been able to, of course, know exactly who is dialed in and what shares they represent. I don't know whether that gives you the answer that you required to your first question.

No, Mr. Chairman, my question related to some institutional shareholders vote their shares according to the institutional process or systems that they have. Some might not attend this meeting and just use that system to vote. My question relate to the attendance register that was given to me prior to the meeting. If all shares that voted are also included on that attendance register or is that the shareholders that attends today's AGM?

Albie, it's both.

[indiscernible].

Both. The indication from Computershare is that it includes both those categories that you mentioned, Mr. Cilliers.

So if -- so just to be clear then, all the shareholders that are on attendance register has voted or are going to vote online. There's no other additional votes that could not be accounted for on that attendance register.

Well, apart from people who dialed in or do we have a full record of that as well with their shares?

So the letters of representation who will vote on the live screen, they haven't submitted their votes, some of the CSDPs have already voted, but no additional shares will be voted that's not on that attendance register.

Right. So [ Dilan ] is reflecting that that's the total and no other shares will be voted apart from those that you see on the attendance register, Mr. Cilliers.

So the attendance register is the full amount of shares that possible that's going to vote?

That's correct.

Correct.

Yes. Thank you. And then let's go to the question in writing. What's the question, please?

A question from [indiscernible]. Please explain the word joint in the announcement as that seemed to scare shareholders.

Yes. So Mr. [ Lokcher ], when a company is approached to potentially make an offer for the shares of the company, there are 2 ways in broad terms that a company can sell shares to such an offer. The first one is a scheme of arrangement, which by design needs the cooperation of the company because the company is actually the proposer of the scheme between itself and its members, i.e., shareholders. In our case, in early discussions with the offeror, we were quite clear that we were not going to cooperate in proposing a scheme. So that was not on the table. They, Atterbury or the offeror, then indicated that they would make a general offer. When it comes to a general offer, the offeror can either go hostile with no cooperation of the company or the company and the offeror can still use the mechanism of the general offer, but have a joint approach to shareholders. We opted for that because we felt that we wanted to not have a hostile approach next to the company outside the company where the company has no influence or ability to co-draft the circulars that shareholders. So you have no control about the communication that goes to the shareholders. And in itself, it is a hostile mechanism. So as a Board, we opted for a cooperative approach. That in itself does not inform the view that the Board will recommend to its shareholders. So once the offer is published, as it has now, we have appointed an independent expert who will advise the Board and the Board will then form a recommendation, which will be published to shareholders. Does that clarify your mind in that, Mr. [ Lokcher ]? Okay, maybe he'll respond. I don't see any other hands. I'll give you a minute to do so if you wanted to. Thank you. No other questions in writing, so we'll close the questions, and we will proceed to the formal voting process. Proper notice convening this meeting has been given to shareholders in accordance with the Company's Act, the company's memorandum of incorporation and the notices circulated to shareholders. Ordinary resolutions 1.1 to 1.2, 2.1 and 2.2; 3, 5, 6.1 to 6.3; 7.1 to 7.3, 8 and 9.1 to 9.2 require approval by more than 50% of votes exercised. Ordinary resolution #4 and special resolutions 1 to 4 require at least 75% approval of votes exercised subject to the Company's Act, memorandum of incorporation and the JSE listings requirements. I assume all shareholders have received the notice of meeting. It is, therefore, not my intention to read each resolution in full. Resolutions will be displayed on screen, and I will propose each resolution before requesting shareholders to cast their votes. We do present also the audited group and separate annual financial statements. They have, together with the reports of the external auditor, Audit and Risk Committee and Directors as approved by the Board are hereby then presented, and these documents have also been distributed to shareholders as required. The report of the Social Ethics and Transformation Committee as included in the RMH Integrated Report 2025 is on the website, and that will be taken as read. The Chairman of SET Com is available on the call for any questions. Moving to the ordinary resolutions. In accordance with the company's MOI, the following directors will retire and offer themselves for reelection and the voting will take place on an individual basis. For Resolution 1.1, I hand over to Mr. Murphy Morobe.

Thank you, Chair. Resolution 1.1, it is about the reelection of Mr. Herman Bosman. Please record your vote. [Voting]

Thank you, Murphy. Resolution 1.2 is the reelection of Mr. Murphy Morobe. Please record your vote. [Voting]

Then we've had a nomination of additional nonexecutive directors. And in terms of Section 66 of the Company's Act and the company's memorandum of incorporation, the following individuals are proposed for election as nonexecutive directors. Resolution 2.1 is Prof. Piet Delport. Please record your votes. [Voting]

And Resolution 2.2 is Dr. Pine Pienaar. Please record your votes. [Voting]

Ordinary Resolution 3 is for the control of shares under the Directors. So I propose that 3.25% of the issued shares -- ordinary shares be placed under the control of the Directors until the next Annual General Meeting. Please record your vote. [Voting]

Ordinary Resolution 4, general authority to issue shares for cash. I propose that the Board be granted general authority to issue ordinary shares for cash until the next Annual General Meeting. Please record your vote. [Voting]

Ordinary resolution #5, the reappointment of auditors. I propose that as nominated by the Audit and Risk Committee, Deloitte & Touche be reappointed as the company's auditors until the next Annual General Meeting. Please record your vote. [Voting]

Ordinary resolution #6, election of Audit and Risk Committee members. The following independent nonexecutive directors are proposed as members of the Audit and Risk Committee. Voting will take place individually. Resolution 6.1, Ms. Sonja De Bruyn. Resolution 6.2, Mr. Per Lagerstrom. Resolution 6.3, Ms. Mamongae Mahlare. Please record your vote for each. [Voting]

Similarly, the following independent nonexecutive directors in terms of Ordinary Resolution #7 are proposed as members of the Social and Ethics Committee. Voting will take place individually, and I propose Resolution 7.1, Mr. Murphy Morobe; 7.2, Ms. Sonja De Bruyn; and Resolution 7.3, Mr. Per Lagerstrom. Please record your vote. [Voting]

Ordinary resolution #8, signing authority. I propose that signing authority be granted to each Director and/or the Company Secretary to sign any documents required to implement the resolutions adopted or as eligible. Please record your vote. [Voting]

Ordinary resolution 9.1, remuneration policy. I propose that the remuneration policy be endorsed. Ordinary Resolution 9.2, implementation report. I propose that the remuneration implementation report be endorsed. We're moving to Special Resolution 1, Directors' remuneration. I propose that the remuneration of the nonexecutive directors for their services effective 1 March, 2026, be approved. Please record your vote. [Voting]

Special Resolution 2, general authority to repurchase shares. I propose that the Board be granted general authority to repurchase company shares until the next Annual General Meeting. Please record your vote. [Voting]

Special Resolution #3, financial assistance to Directors and related parties. I propose that the Board be authorized in terms of Sections 44 and 45 of the Company's Act and subject to all regulatory requirements to provide direct or indirect financial assistance to Directors or prescribed officers or related or interrelated parties. Please record your vote. [Voting]

Special Resolution 4, I propose that the Board be authorized to provide financial assistance to related or interrelated entities of the company under Sections 44 and 45 of the Company's Act subject to all requirements being met. Those are all the resolutions we wanted to propose today. I will give a couple of minutes for the voting to take place. Do we need to vote or are all the votes in?

[indiscernible] confirmation that the poll is closed, we will [indiscernible].

All right. I just want to make sure that everybody attending and who may still have voted, although that was -- can do so. So please raise your hand if you need a bit more time here, Mr. [ Logan ]?

Yes. I wonder if I could just ask 1 or 2 questions. Sorry, I'm a late entry.

Mr. [ Logan ], would you mind that we close the polls first and then take your questions. I just want to follow the right procedure here. Is that...

Sure.

Thank you. The polls are now closed, and the results will be displayed as soon as all the votes have been tallied. RMH General Meeting will not be the same without Mr. [ Logan ] posing a question. So welcome, Mr. [ Logan ]. Nice to have you on the call. Please proceed.

Just standing back a bit, my question is going to be, why isn't Mr. Louis van der Watt put on the Board? And why I'm asking this, he's clearly a founder, he's got a great feel for the property market. While you guys have been selling, he's been buying, and I'm sure he's going to do handsomely. RMH has made losses of ZAR 806 million over the last 3 years. And I don't have confidence in the policies adopted by RMH over the last 3 or 4 years, which is a shame because this was such a great company. And Mr. Van der Watt, he knows property like the back of his hand, and it would strengthen the Board and hopefully lead to a better future.

Thank you, Mr. [ Logan ]. Is that -- sorry, I don't want to interrupt you. Are you...

Yes, that's it. So that's the first question. Why isn't the underlying founder of this company or that this company has invested in, who's got a great feel, put on the Board?

So I suppose there are at least 2 answers to that. The first one is Mr. Van der Watt has not been nominated by any shareholders to be put on the Board. The current Board would not have wanted to propose him at this stage for simple reasons that he is part of the offeror consortium. As Mr. [indiscernible] indicated, our expectation is that the Board will change in due course depending on the outcome of the offer. There's no guarantees where that will end. But that, I think, is something which will inform how the future Board looks. I accept your point around the ZAR 800 million losses over the last 2 years, and that's certainly one perspective. There's one other perspective, and that's the one that one has that in the unbundling of RMH, which you were vociferous and positive proponent of Mr. [ Logan ]. Since 2014, when the new management team was appointed at RMH, the total increase in market cap to today was ZAR 144 billion in RMH and the increase in market cap of RMI through the unbundling of Discovery MMI and now OUTsurance is a total increase in market cap of ZAR 150 billion. So I accept the point that Mr. Cilliers is very disappointed. But the fact is that if you were and many people are long-term RMH shareholders, you would have received your RMIs. And today, you would have had almost ZAR 300 billion more than you had in 2014. That is a 237% return on RMH and a 339% on RMI. In fact, Mr. Cilliers, if you look at BCG, they did a survey and the best performing stock on the JSE from 2020 May to 2025 May was RMI stroke OUTsurance with a return of over 500%. So I hope that as disappointed you are in some of the very small parts of RMH, which really was a result of us doing a ZAR 10 billion unbundling and being left with a property business that we had to change strategies then, I hope that makes up for some of the disappointment that you faced in this particular company. Although as was pointed out in its common course, you would have almost doubled your money even in RMH properties. I'll leave it there and hand over to Brian, who wanted to...

Yes. Just -- I mean [ Chris ] asked the same question last year, which -- and I spoke to Louis and I got back to [ Chris ]. And [ Chris ] was most respectful that Mr. [ Logan ] thought that he could add value to the Board. And his answer was, which I gave to [ Chris ], that he's got no interest in sitting in RMH Board. So [ Chris ], I don't know if you remember that, but you asked exactly the same question last year, and I proposed it to Louis and I got back to you. So I don't see why -- I mean I'm sure that once they get control -- if they get the control they want and they reconstitute the Board, he probably won't be on them [indiscernible] with new Board. But Louis does not want to be on the RMH Board, it's as simple as that. I've asked him on your behalf.

Can I, please, respond to some of the things said?

[ Chris ], yes, please. Please, don't ask a new question because we have a chronological order here. Just to respond if you don't mind. Thank you.

Yes. Look, the value added everywhere else except the current RMH and the old RMB group has been exemplary. And it's from that viewpoint that I'm coming. I mean I take your point about OUTsurance, I visited them, I think it's one of the greatest companies to ever grace the JSE. But one mustn't lose sight of where we are. This is RMH. And even the Financial Mail singles it out, can investors ever trust NAV figures speaking about RMH? And can they trust an independent Board not to sell everyone out cheaply? That's the editorial of the Financial Mail. And these are the sort of points I was getting at. If you guys instead of selling assets at a discount, just bought your own shares back at a discount, this would have been a fantastic property play, but I'll leave it at that.

Mr. [ Logan ], we've been -- we've covered this ground. I'm not sure what, when and in what form you became a shareholder in RMH Properties. I know you've been a great supporter of the wider group for a long time. The fact of the matter is after the unbundling, and we had 2 very big shareholders owning more than 50% of the company who had very specific pointers to us as a Board and to management to say we want a change of strategy. That strategy was then characterized and categorized as a monetization of assets. And it was put to shareholders in various ways. The fact of the matter is in that monetization, you achieved a 27% IRR after unbundling. So I understand, and you heard from Mr. [indiscernible], they have a developmental strategy. We had a monetization strategy. It was quite clear, and we made it very clear to shareholders that as a very small listed company, we are going to follow a monetization strategy. Shareholders should have and would have known that, that is what we were going to do and did. And we did so well. We did so well by giving a 27% IRR. So I do take exception of shareholders coming in after the fact buying into a company where it's a stated intention of monetizing and then criticizing us for monetizing. So yes, I understand what you're saying. I want to maybe just pick up on your question on the impairment. That is something that Brian will speak to.

Yes. So it was more about the article on can you trust land. So the answer to that is I remember last year's AGM, and I think it was the year before, well, ever since we sold Atterbury Europe, we've been criticized quite vociferously for selling Atterbury Europe for such a discount. And I think it was at last year's AGM, we explained that what IFRS doesn't allow you to do if you hold a certain percentage of the company is it doesn't allow you to impair an asset for the reasons that someone would not expect to get full NAV for a minority stake, if that makes sense. So -- and the question was asked, well, if you're just not allowed? So consolidated value is ZAR 2.2 billion, we have to show ZAR 2.2 billion. But you can't sell a minority stake without discounts, liquidity, unlisted, all those things we discussed last year. So we got criticized for carrying Atterbury Europe at NAV and then selling it at a discount. This time, we finally got the opportunity, because we had a real measure, to impair our investment in Atterbury, which we've been trying to sell for 5 years and have never had an offer anywhere close to NAV and have not been able to impair it, and we finally got the opportunity to impair it and we impaired it and now we get criticized for impairing it. So we've also been criticized for the timing of that impairment. So I have -- I did undertake to certain people to clarify the base and because it would have been more, so to say, if we had changed anything because it was a complete coincidence that from August 2025 we started talking to the auditors about the impairment, that's August. The first time I got wind even as a Director of Atterbury Property Holdings that Atterbury Property had been talking to Coronation to buy their stake was on the 24th or 25th of October. So by the time I knew that Atterbury was intending to make an offer for the shares at Coronation, we had already decided and had many meetings with the auditors who are on this call about the impairment. The trading statement just, because of the way things work out, came out after the offer was made. That's just process and timing after they had attributed for Coronation. And only after that, did they make the offer of ZAR 0.47. There is nothing sinister in the write-down of the NAV. It's a complete coincidence. And the reason we wrote down the NAV is, to be honest, after all the questions we got on Atterbury Europe and why we hadn't impaired it, we actually thought it would be what the shareholders wanted. And for the first time, we were given the legal permission, IFRS allowed us to make that impairment. So that's my answer. So what is the true NAV? The true NAV is impaired amount. There's no such thing as true NAV. It's willing buyer, willing seller. IFRS dictates what's in the balance sheet. The market dictates what you sell for. So whether you can trust the NAV, when you look at the balance sheet? I can't say. I can tell you why we impaired -- we didn't impair Atterbury Europe and why we did impair Atterbury Property Holdings. I hope that answers your question, [ Chris ].

Thank you. I want to go back to the chronological order here. Armond, the room where you are [indiscernible].

Yes. Thank you, Mr. Chairman. I think [ Logan's ] question sort of just gave me an opportunity, I think, to reinforce the message I wanted to deliver today, and that is to say all of this that you've been discussing now is very interesting to me, but it's all in the past. And Atterbury or RMH going forward is nothing else than a proxy for Atterbury. There's no other assets left in RMH. So if you own RMH shares, you're in effect just owning a piece of Atterbury. I think that everybody has to accept. Louis van der Watt is the CEO or he used to be the CEO, he's still obviously a very important shareholder and Board member of the Atterbury Group, instrumental in making deals, et cetera, which is what he loves doing. So Louis will be there. He will be in Atterbury, and he will definitely drive Atterbury forward as much as he can with the rest of the management team. So you are actually having Louis van der Watt on the Board of the company in which you're invested. He doesn't have to be on the Board of RMH because RMH is not going to take any new investment decisions. We're not going to buy more or less of Atterbury, we're not going to buy other assets. So the investment decision has been taken. But now needs to happen is the underlying investment needs to perform. And he is there. So I think that question I just wanted to sort of put to rest by stating that. And then just again to confirm, if that is what you are signing up for, you have to have a long-term view of when you're going to see cash again, that's very important to realize because if that is not the case, then I would rather urge you to take a serious look at the offer that's on the table now. Yes, thank you.

Mr. Cilliers?

Thank you, Mr. Chairman. I find it quite ironic and hilarious at the same time to listen to Mr. [indiscernible]. When you sit in Atterbury Property Holdings Board, he likes to remind you that he's just a shareholder like you. Today, he speaks on behalf of a company that's making a bid for RMH. I'd like to know if he's got any authority to speak on behalf of the company that makes a bid for RMH today?

Normally, we don't allow participants to ask each others questions, that takes the shine away from management here. But if Mr. [indiscernible] is comfortable to answer Mr. Cilliers, I'll put your question to him.

Yes, I'm comfortable to answer, Mr. Chairman. I'll try to answer in a, let's say, complete fashion as I can. The answer is no.

All right. Any other questions in writing? Nothing in writing. Last chance for participants. Thank you very much for your attendance today. We are going to now look at the outcome of the poll, which will be on the screen here. I hope you can also see it. I will quickly look at the results, which will also be published as per normal. Ordinary Resolution 1.1 and 1.2 have passed. 2.2 and 2.1 failed to pass. Ordinary Resolution 3 and 4 failed to pass. Then ordinary Resolution 5, 6.1, 6.2, 6.3, 7.1, 7.2 all passed. 7.3 and Ordinary Resolution 8 passed. Then the other 2 Ordinary Resolutions 9.1, 9.2 failed to pass and the Special Resolutions the 4 of them also did not pass today. Okay. Thank you very much. I think let me just consult my agenda here. There's no further business in terms of the notice convening this meeting. I thank you for your attendance and declare the meeting closed.