The Bolatja Hlogo Consortium (BHC) said it would file a Section 163 Companies Act application in the High Court against the Public Investment Corporation (PIC), which iBHC) claims owes it dividends and the proceeds of a sale of shares in SA Home Loans.
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The Bolatja Hlogo Consortium (BHC) on Monday said it filed a legal suit against the Public Investment Corporation (PIC), which it claims unfairly used a one-share advantage to force SA Home Loans (SAHL) not to declare an approximate R1.2 billion dividend, in April.
BHC director Joe Makhari said in a telephone interview they had filed a Section 163 High Court application in South Africa on Monday, which is a legal remedy under the Companies Act, often referred to as the “shareholder oppression remedy,” that allows a shareholder or director to approach the court if the company’s conduct is oppressive, unfairly prejudicial, or unfairly disregards their interests.
He said the company also issued summons to the PIC, which is the asset manager of the Government Employees Pension Fund (GEPF), to pay an amount allegedly due to BHC on the sale of BHC's 25% stake in SAHL, to the PIC, in March 2024.
The PIC was approached for comment by the Business Report on Monday, but it did not answer emailed questions by the close of business.
In BHC’s founding affidavit, BHC director Kholofelo Maponya says SAHL has always, such as according to its board and shareholder meeting minutes, and a Financial Advisory and Intermediary Services disclosure document, disclosed that GEPF and BHC were 25% shareholders, and that Standard Bank Group held 50%.
However, an uneven number in the shares sold to BHC and GEPF in 2014 saw one additional share over 50% going to Standard Bank. This resulted in BHC holding a fraction less than 25%, while the PIC held a fraction more than 25%.
BHC and the PIC had also jointly bought the 50% in SAHL in 2014, and each paid the same amount as purchase consideration. Maponya said there was initially an agreement between the shareholders that the percentages be rounded off, and that the rounded-off figures be given precedence in business proceedings.
Under the 2024 share sale agreement, BHC would be entitled to th proceeds of the 2023 SAHL dividend, which was declared in May 2024, but the GEPF required 95% of the 2023 dividend to be paid to it, because it maintained that suspensive conditions of the sale agreement had not yet been fulfilled.
The conditions were fulfilled in March 2025, but the GEPF allegedly failed to pay the dividends back to BHC.
“To compound matters, the GEPF refused to make payment of the purchase price after the fulfilment of the suspensive conditions,” said Maponya in the court document.
“It was only then, after the round robin vote in favour of the payment of the 2024 dividend, that the GEPF opportunistically pointed out that BHC has a fraction less registered shares in its name than 25% and that there was thus not 75% votes in favour of the payment of the dividends,” said Maponya.
The matter came to a further head when the 2025 dividend was declared by the SAHL board in May 2026. As was the case in 2025, the GEPF voted against the resolution at the shareholders meeting convened to approve the dividend, so the dividend could not be paid.
Maponya claimed the fact that BHC had not received payment for the dividends had placed it and its associated companies, who were dependent on funding from BHC for their projects, “in an extremely precarious financial position.”
“The reason why the GEPF adopted the position which it did was that it sought to pressurise BHC into renegotiating the sale, which BHC was not prepared to do,” said Maponya.
Makhari told Business Report BHC became a shareholder in SAHL in 2014 when it introduced a home loan product that catered for people who did not meet the requirements of a government loan and who did not meet the requirements for a conventional home loan, the so-called “missing middle.”
An initial R9bn funding tranche for this product was so successful it was fully subscribed in six months, he said.
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