It must be hard to be casual about R3.3-billion, but Shoprite founder and chairman Christo Wiese does do a convincing job of it. In an interview with Business Maverick this week, he seemed to take the idea of his great Shoprite payday in his stride. But there was a little sting in the tale.

Wiese remains confident that the Shoprite board’s proposal to pay him out R3.3-billion for his high-voting shares will get the support of shareholders.

Wiese owns 305.6-million deferred shares which control 32.2% of Shoprite’s voting rights, because this class of shares have higher voting rights. They were issued to him in 2000 at a nominal value of 0.1c a share as what’s called a founder’s share.

If Shoprite’s proposal is accepted by 75% of shareholders, the shares will be scrapped leaving only ordinary shares. Wiese’s high-voting shares will be exchanged for ordinary shares worth around R3.3bn, or 3% of the company. Hence, Wiese’s voting power will come down from 42.3% to 17.8% being 3% more than the 14.8% in ordinary shares he currently holds. He won’t get R3.3-billion in cash, but he will more ordinary shares that he could sell.

Last week it became clear that some key shareholders were against the deal, significantly including fund manager Coronation, which owns a little more than 5.5% of the shares on behalf of clients. That means it only needs another 10% to vote against for the deal to fail.

And as it happens, the Public Investment Corporation, the state employees’ pension fund, owns 11% of the shares, so all it would take is for the normally righteous fund to vote against, and that’s it. The PIC has not declared how it intends to vote and usually does not prior to the shareholders’ meeting. A PIC spokesman did not respond to questions posed this week.

Wiese said he was not convinced the PIC would vote against the deal. One of the virtues of the procedure will be that somewhat discredited system of two classes of shares, one with higher voting power than the other, will be “cleaned up”. The PIC, said Wiese, doesn’t normally like these two-tiered structures. There are only a few left in SA.

“We don’t know how they will vote, we will have to see.”

He said he is not talking to any shareholders.

There remains another option: That would be for Wiese to sell the shares to another company, which would use them to take control of the group. That would be a massively aggressive strategy and probably wouldn’t go down well with existing shareholders.

Wiese generally does not seem warm to this idea — but he does let it dangle somewhat.

“If the deal does not go through, life will go on as before. I am a long-term shareholder in Shoprite, and I’m very confident about its future and its management.”

And here it comes:

“Over the years, I have had several approaches from South African groups and from foreign groups,” he said, though he said he was not talking to anyone at the moment.

But he could. DM