HCI vs. Aktiv: Gloves off in a bruising battle over buybacks and boardrooms

Key topics:HCI vs Aktiv erupts over share buybacks and governance disputesCopelyn defends trades; Aktiv alleges insider timing and self-dealingShareholders face critical vote on SACTWU property-for-shares deal.Sign up for your early morning brew of the BizNews Insider to keep you up to speed with the content that matters. The newsletter will land in your inbox at 5:30am weekdays. Register here.Support South Africa’s bastion of independent journalism, offering balanced insights on investments, business, and the political economy, by joining BizNews Premium. Register here.If you prefer WhatsApp for updates, sign up to the BizNews channel here..BizNews Reporter.It has been a long time since South African investors witnessed a boardroom brawl this public, this personal, and this vicious.Usually, shareholder activism in South Africa plays out in polite letters and hushed meetings at Sandton coffee shops. But the war between John Copelyn’s Hosken Consolidated Investments (HCI) and the boutique activist firm Aktiv Management has exploded into the open, leaving the polite euphemisms of corporate governance in tatters.At the heart of the dispute is a block trade executed on 9 December 2025, a transaction that has prompted Aktiv to accuse Copelyn of "governance failure hiding in plain sight". Copelyn, a man who has navigated the rough waters of South African business for decades, has fired back with a rare and blistering public letter, accusing the activists of dripping "endless poison" into the market. Both missives are embedded below..The Spark: A Block Trade.The flashpoint was the sale of a large block of HCI shares—widely understood to be from Coronation. On 9 December, HCI repurchased 3.75 million of these shares at R135 per share. Minutes earlier, entities associated with Copelyn purchased the balance—some 880,000 shares—at the same price.For Aktiv, this is self-dealing. Their argument is simple: If HCI had the cash (which it did, holding over R750 million at the group level), why didn't the company buy the entire block for the benefit of all shareholders?"A CEO… acquires shares from the same seller as his company," Aktiv notes in its scathing report, asking if Copelyn’s personal enrichment took precedence over the company's capital allocation. They further allege that Copelyn funded the purchase with a R126 million special dividend from Oceania Capital Partners (OCP), paid just days earlier..Copelyn’s Technical Defense.Copelyn’s rebuttal is as technical as it is furious. He dismisses the accusation that he "cherry-picked" shares as "simply a falsehood".His defence rests on the rigid constraints of the Companies Act and tax law. Copelyn argues that HCI "filled its boots to the level it felt comfortable". He points out that the company could not hold more than 10% of its shares in treasury, nor could it cancel shares beyond what its share premium account allowed without triggering a massive tax liability."No prudent person runs into exposures like that without thinking it through carefully," Copelyn writes. In his account, he acted as the buyer of last resort for the overflow that HCI, legally or prudently, could not absorb, rather than as a conflict-ridden insider extracting value from minorities.As for the OCP dividend funding theory? Copelyn characterises it as "completely fanciful" and claims the dividend amount was nowhere near the amount Aktiv calculated..The Governance Question.However, Aktiv raises a point that is harder to dismiss: the timing. Copelyn traded on the same day the company was executing a massive buyback, information that was arguably price-sensitive and not yet fully disclosed to the market."A director may not deal during a prohibited period, whether or not the director knows the price-sensitive information," Aktiv reminds us, citing JSE requirements. The share price subsequently jumped 15%, handing Copelyn a quick paper profit.Copelyn responds that the trade was cleared and that the accusations of insider manipulation are "utterly defamatory". He insists, "I don't create conflicts with the company I run"..The Bigger Picture: The SACTWU Deal.This skirmish is a proxy war for the bigger battle looming on 29 January 2026. Shareholders will vote on a complex deal to swap HCI’s property assets for shares held by its largest shareholder, the Southern African Clothing and Textile Workers' Union (SACTWU).Copelyn frames this deal as a vital strategic move to keep a committed anchor shareholder solvent and invested. He points to his management team's track record—saving the hotels business during Covid, the oil discovery in Namibia, and the turnaround at Deneb—as proof of their stewardship.Aktiv, meanwhile, views the SACTWU transaction with scepticism, seemingly advocating a more aggressive asset unbundling to unlock the value trapped in the "conglomerate discount". They argue the discount isn't a market error, but a "predictable outcome of weak board oversight" and entrenched control..Conclusion.Who to believe? The veteran industrialist who claims to be managing complex tax and treasury constraints in good faith? Or the sharp-elbowed activist pointing to a pattern of convenient timing and insider alignment?Have a read of the two versions - and make up your own mind. One thing is sure: The "friendly" corporate culture of the JSE is changing. As Copelyn bluntly signs off, "I don't make my money through unlawful methods". Shareholders will have to decide if they agree when they cast their votes in January.

HCI vs. Aktiv: Gloves off in a bruising battle over buybacks and boardrooms

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