RMB Holdings (RMH) has announced that one of its representatives, Brian Roberts, has been removed as a director of Atterbury Property (Pty) Ltd, exposing the deepening rift between the South African investment group and the property developer.
The announcement was made through the Johannesburg Stock Exchange (JSE)’s Sens news service, where RMH explained that the decision by Atterbury Property was linked to “strategic misalignment.” According to RMH, the disagreement involves Roberts, fellow RMH nominee Albie Cilliers, and the company itself on one side, against the rest of the Atterbury Property Holdings (APH) board on the other.
Roberts had served as director at Atterbury Property since July 2017, appointed in line with the shareholder agreement that allowed RMH to nominate board members based on its minority stake in APH. RMH currently holds about 38% of APH, while APH itself owns 77.5% of Atterbury Property. The agreement, however, gives Atterbury the power to remove directors, a clause it has now exercised.
At the heart of the fallout is a fundamental disagreement over how Atterbury’s assets should be managed. RMH, together with some of its large shareholders, has been pushing for a liquidation of its remaining assets in order to unlock value for its investors. Following the sale of its insurance, banking, and European property interests in recent years, Atterbury is now RMH’s biggest remaining asset. RMH has been advocating for property sales and higher dividend payouts to achieve its monetisation strategy.
On the other hand, Atterbury’s founders, led by chief executive officer Louis van der Watt, are resisting this pressure. Van der Watt insists that Atterbury is a property developer built on a long-term model: developing properties, selling at the right time, and reinvesting profits into new projects. He argues that this strategy, which has been in place for 33 years, focuses on growing net asset value rather than maximizing yearly distributions.
Van der Watt explained that Atterbury’s approach is different from listed property companies that hold properties to collect rent and pay regular dividends. He warned that attempts to list Atterbury on the stock exchange would not solve RMH’s problems, as investors would compare it to real estate investment trusts (REITs) and punish its stock price for lower dividends. “RMH accepted this strategy when they invested in Atterbury in 2016. I am not changing my strategy because they changed theirs,” Van der Watt said.
The removal of Roberts marks the second public disagreement between the parties in recent years. In July 2023, Atterbury shocked RMH shareholders who were expecting a special dividend repayment of a R487 million loan. Instead of paying cash, Atterbury settled the debt in shares, which increased RMH’s stake but did not provide the liquidity investors wanted.
The tensions highlight how RMH’s decision in 2020 to monetise its assets has clashed with Atterbury’s preference for long-term property development. Back then, RMH distributed its shares in FirstRand to investors and later sold other holdings such as Atterbury Europe. Atterbury, however, remains unsold and difficult to offload given the high capital requirements of large property developments and the challenges of finding a suitable buyer.
Despite the removal of Roberts, RMH still retains influence. By virtue of its 38% holding in APH, the group has the right to appoint directors, including Albie Cilliers, who is also a major RMH shareholder. Cilliers has openly supported unlocking value from RMH’s assets, aligning him with Roberts’ position and creating further friction with Atterbury’s founders.
Van der Watt admitted that the decision to remove Roberts was tough but said it was unavoidable given the differences. “I have great respect for Brian, but we differ on the strategy for Atterbury and the situation became too difficult,” he said.
The standoff now raises questions about Atterbury’s future and whether RMH will be able to exit its investment on favourable terms. For now, the dispute signals more heated boardroom battles ahead as RMH shareholders continue to push for liquidity while Atterbury sticks to its long-term development playbook.
