PROPERTY loan-stock company Acucap is unhappy about the handling of its offer for the assets of property unit trust Cenprop.

Acucap is not alone.

Some Cenprop unit holders say that Cenprop's asset management company Property Fund Managers housed in the JHI Real Estate stable has not handled the sale in the best interests of unit holders.

The reasoning behind the dissatisfaction suggests a breach of good corporate governance.

A decision by Cenprop to wind up its operations triggered a flurry of competing offers for its key assets, which under normal circumstances should benefit unit holders as the value of the assets could rise because of attention from the competing bidders.

The handling of the Cenprop sale raises suspicion that Cenprop managers may be favouring Hyprop's offer over the others, for reasons other than the maximisation of shareholder value.

When Cenprop decided to sell, Hyprop reacted first, making an offer of R304m for two of Cenprop's 'jewels' The Mall shopping centre in Rosebank and JHI House, the office block next door.

Hyprop's offer triggered controversy with accusations from unit holders of collusion that would enable Hyprop to pick up the two properties 'for a song', they say.

The offer was preceded by a write-down of value in the Cenprop portfolio.

Cenprop asset manager Charles Ryan dismisses the concern as unreasonable, saying the reevaluation, which shaved off R136m from Cenprop's portfolio, was necessary.

Property loan stock company Acucap submitted a competing offer to Cenprop's management on September 20.

Acucap's offer of R345m looked significantly better in value than Hyprop's.

Acucap's offer is to be settled through a 50% cash payment and the rest through Acucap-linked units, to be issued at R10 each.

Acucap has indicated its intention to acquire the entire portfolio of Cenprop for R395m.

RMB Properties has also made a cash offer of R320m for the assets on behalf of insurer Momentum.

The two offers were not announced by Cenprop managers until Tuesday this week, a day after Acucap had announced its offer.

'It is highly irregular that we had to publish our own offer before Cenprop did,' says Acucap's CEO Paul Theodosiou.

He says that the group cannot understand why it took so long for Cenprop to publish its offer.

Theodosiou says after trying, without success, to put pressure on Cenprop to publish its offer, Acucap decided to publish the offer itself.

Cenprop unit holder Alex Romer, who runs Growth Portfolio Managers and Financial Advisers, says he finds it unusual that unit holders of Hyprop had to learn about the details of the Acucap offer from Acucap and not Cenprop.

'Surely this is not in accordance with good corporate governance,' says Romer.

Norbert Sasse, the head of property fund management at Investec Property Group, which holds Cenprop units, says the speedy release of information such as the second and third offers for Cenprop will have benefited unit holders.

Ryan says the delay in the announcement of the Acucap and Momentum offers centred on the need to iron out 'certain aspects of the offers'. These include the change of financial advisers, he says.

Romer dismisses this as a 'silly excuse'.

Cenprop's announced both the Acucap and Momentum offers in the same announcement, along with an improved offer from Hyprop, which raised its bid from R304m to R320m.

The Hyprop offer came with a flexible settlement arrangement. Cenprop unit holders have been given the opportunity to elect between a 50-50 split of cash and Hyprop linked units, a 100% cash payment or 100% in Hyprop linked units.

The question is, if the two other offers were not ready for publication, what basis did Hyprop use to improve its offer?

Romer says Cenprop's managers must let the market decide the sale price of Cenprop assets.