Caxton & CTP Publishers and Printers (Caxton) yesterday retracted statements it made in a dispute with Mpact, which it was attempting to acquire, after the JSE publicly censured the media company yesterday.
Caxton is paper and plastics packaging and recycling company Mpact’s biggest shareholder, with just over a third of its shares as at December 31. It had, at the time of the dispute in 2022, sought to take control of Mpact.
“The JSE has concluded that Caxton has breached the JSE Listings Requirements by publishing certain statements in Caxton’s announcements dated 12 August 2022 and 6 October 2022 respectively. Accordingly, Caxton hereby retracts the following previously published statements,” Caxton directors said in a statement on the JSE’s news services yesterday.
Statements it retracted included on August 12, 2022, wherein Caxton claimed it did not consider that the Mpact board had complied with its fiduciary duties, in that it had “inter alia, failed to disclose adequate details of the pending cartel case to shareholders and the risks associated therewith, notwithstanding that Mpact has admitted to operating a long-standing cartel with New Era, a subsidiary of Golden Era”.
Another, among other statements that Caxton retracted, included its allegation that the Mpact board had failed to disclose publicly all the material risks of a potential Caxton merger. Caxton had questioned the independence of Mpact’s board.
Caxton also accused Mpact directors of trading shares while in possession of sensitive information. At the time Mpact had said that when its board became aware of alleged anti-competitive behaviour between it and major customer Golden Era – dating back to 2016 – in 2022, it had immediately engaged with the Competition Commission. Mpact ended up receiving leniency from its co-operation with the commission.
The JSE said yesterday it found Caxton to have breached its listing rules “for failing to observe the highest standards of care” in disseminating information, and for “failing to promote investor confidence in standards of disclosure and corporate governance in the conduct of issuers’ affairs and in the market as a whole”.
“Despite Caxton’s status as a major shareholder of Mpact, there was no direct obligation in terms of the Listings Requirements or legal duty for Caxton to disclose such information,” the statement read.
Caxton retracted its previous statements and did not comment further.
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