AttBid Proprietary Limited
AttBid Proprietary Limited is a special-purpose vehicle created to make a mandatory general offer for 100% of RMH Holdings at R0.47 per share, valuing the company at approximately R655 million. The SPV is owned 51% by Faan and Dirk van der Walt (through I Faan (Pty) Ltd and I Dirk (Pty) Ltd, ~25.5% each) and 49% by Atterbury Property Fund (APF). Standard Bank South Africa has provided an irrevocable guarantee for cash settlement. The offer was formally announced on 8 April 2026, with last trading day 26 May 2026 and expected closing 1 June 2026.
The SPV structure is the critical governance feature of the transaction. Although the brothers hold 51% of AttBid — and the media narrative frames them as the acquirers — the economic reality is the reverse. Tracing stakes through the layers: AttBid will hold 71.65% of RMH post-offer; APF will separately hold 28.35% of RMH directly. The brothers’ effective economic interest in RMH resolves to approximately 36.5%; APF’s effective economic interest (combining its 49% of AttBid with its 28.35% direct stake) is approximately 63.5%. The brothers’ 51% SPV majority gives them control over a shell whose only asset is an illiquid minority stake in Atterbury Property Holdings — a private developer whose board, dividends, and strategic direction are entirely controlled by Louis van der Watt.
The structural purpose of inserting the brothers as SPV majority is regulatory: had Atterbury Property Fund acquired RMH directly, the transaction would have engaged JSE Listings Requirements on related-party transactions, requiring a 75% vote of shareholders unconnected to APF — a vote that Albie Cilliers’s ~15% block and other dissenting minorities could have combined to defeat. By designating AttBid (majority-held by a formally unrelated party) as the formal acquirer, the transaction qualifies as a mandatory offer under the TRP (Takeover Regulation Panel) framework, where the offer price is fixed by the regulatory floor and minority approval is not required. The brothers’ capital is the structural load-bearing element.
No AttBid MOI, shareholders’ agreement, deadlock mechanism, put right, drag-along, distribution policy, or APH governance arrangement has been publicly disclosed. Under default Companies Act rules, special resolutions require 75% approval — meaning APF’s 49% stake effectively vetoes any extraordinary AttBid-level decision. The brothers cannot instruct APF on APH strategy, access the APH board, force asset distributions, or exit their position without APF’s cooperation. Disclosed material: the Standard Bank guarantee; Investec’s independent opinion that the offer is “fair and reasonable” (at the floor of its R0.47–R0.53 range); the independent RMH board’s “reasonable but not fair” finding and recommendation to accept.
Ontology AttBid Proprietary Limited [relates] RMH Holdings Faan and Dirk van der Walt [funds] AttBid Proprietary Limited Atterbury Property Fund [part-of] AttBid Proprietary Limited AttBid Proprietary Limited [relates] TRP (Takeover Regulation Panel) AttBid Proprietary Limited [relates] Standard Bank South Africa
Connections
- RMH Holdings — mandatory offer target; 71.65% post-offer stake
- Faan and Dirk van der Walt — 51% shareholders of AttBid
- Atterbury Property Fund — 49% shareholders; effective economic majority
- Atterbury Property Holdings — underlying asset (38.5% stake held through RMH)
- Louis van der Watt — controls asset at APH level; no counterparty contractual obligation to AttBid
- Albie Cilliers — principal minority opponent; holds ~15% of RMH, ~26% of the offer float
- Standard Bank South Africa — provides irrevocable cash settlement guarantee
- Investec — independent expert