Dorbyl: Naledi offers to buy minorities

Engineering group Dorbyl, whose shares were suspended on the JSE in November 2012, has announced that it had received a firm intention letter from Naledi Foundry to make an offer for all of the shares held by shareholders other than African Dune.

The saga of engineering group Dorbyl, which is suspended from the JSE, took another twist recently when the Industrial Development Corp-backed Naledi Foundries pitched an 80c/share buyout offer to take out the remaining minority shareholders.

Currently Naledi holds 54% of Dorbyl, while rival bidder African Dune Investments – a steel fencing specialist – holds around 42%. The offer is lower than Naledi’s original 85c/share offer to minorities in early 2013.

Naledi has made its offer to all minorities except African Dune, which appears determined to hang on to its stake in Dorbyl. Even if Naledi does mop up the remaining minorities, there are a number of key resolutions that African Dune can block with its current shareholding, including the issue of new shares for cash.


Dorbyl has already highlighted efforts to recapitalise the company, which is critical to address the adverse audit opinion on its financial statements and lift the 16-month suspension on the shares.

The attempt to remove the remaining minorities might be aimed at allowing Dorbyl to quietly delist from the JSE and see Naledi and African Dune thrashing out an agreement out of the public eye.

Neither Naledi nor African Dune has officially articulated its intentions for Dorbyl, which holds a sprawling industrial property and substantial forge capacity.

Naledi offered 80c a share for each ordinary share and R1.50 to R1.60 for each preference share, or R3.81 million for all outstanding shares. Naledi is the controlling shareholder, holding 86 percent of Dorbyl’s shares collectively with African Dune. Dorbyl said Naledi wanted to provide an exit mechanism for minority shareholders and then delist Dorbyl.