Report 68 Business Practices Committee 11. Events after 8 October 1998

 

 

 

Van Wyk and Fennie informed GCI on 13 October 1996 of their resignation as directors with immediate effect.

 

 

On the following day, 44 October 1998, Botha was advised per fax by the Committee about the publication on 16 October 1996 of the notice of the section 8(1)(a) investigation into the business practices of GCI.

 

 

On the same day Botha gave notice in the High Court of South Africa (Transvaal Provincial Division) that he would approach the Court on 20 October 1998 to apply for the voluntary liquidation of GCI. In his affidavit Botha said that GCI was factually insolvent and unable to pay its debts. In paragraph 9 of his affidavit Botha said GCI made severe losses over the last few months because of the "... poor investment climate in the Republic of South Africa" and that the company was unable to pay its creditors, salaries, water and lights and monthly rental.

 

 

The following appeared as Notice No 2424 in Government Gazette No 19369 dated 16 October 1998.

 

"in terms of the provisions of section 8(4) of the Harmful Business Practices Act, 1966 (Act No. 71 of 1988), notice is herewith given that the Business Practices Committee intends undertaking an investigation in terms of section 8(1)(a) of the said Act into the business practices of--

 

Gauteng Corporate Investments Limited (91/06577/06), JA (Jay) Burger, Adolphe Botha and any employee, agent and/or representative of any of the aforementioned in respect of the activities of Gauteng Corporate Investments Limited.

 

Any person may within a period of fourteen (14) days from the date of this notice make written representations regarding the above-mentioned investigation to:

 

The Secretary, Business Practices Committee,

Private Bag X84, PRETORIA, 0001.

Tel: (012) 310 9562 Ms L van Zyl Ref. H101/20/10/9(98)".

 

 

Officials of the Committee held a number of meetings with present and past directors of GCI during the period 23 October 1998 until 10 November 1998.

 

On 23 October 1998 officials met briefly with Botha at the offices of the Committee. Botha reiterated a statement that he made previously about his position with GCI. He said that he was only a pawn and that Burger did with the company what he wanted to do. It would seem that Botha experienced his own problems within the board of directors of GCI. The following is a direct translation from the Afrikaans of an excerpt of the minutes of a board meeting held on 2 February 1998:

 

"Botha: What are the positions of Gerhard (Van Wyk) and Jakes (Fennie)? Are they directors? These days I do not know what is going on in my own board.

 

Burger: They are because they have the knowledge of structures and also qualifications that would look good in a prospectus.

 

Botha: Am I not competent? Although our people do not have degrees they do have the knowledge. We should be careful that our people do not get the message that I am not good enough".

 

Botha was pressed for time because he had another appointment with the liquidator appointed by the High Court. It was agreed that he would meet again with the officials on 2 November 1998.

 

At a meeting at the offices of the Committee on 27 October 1998 Burger was accompanied by a business acquaintance/advisor. The following are some of the statements made by Burger during this meeting:

 

He had very little to do with the management of GCI. His main task, as he saw it, was to act as "portfolio manager".

 

He seldom visited the offices of GCI in Pretoria and the company was effectively managed by Botha and de Beer. He allegedly visited the Pretoria office perhaps five times per month and conceded that the monthly salary of R30 000 that he received might have been excessive.

 

He did not know, or pretended not to know, about the fiduciary duties of directors.

 

Burger was given the opportunity to go through all the files and documents the Committee had on GCI. It was agreed that he would prepare a submission in response to Notice 2424. He wanted to meet the officials again on 2 November 1998. Burger called on 2 November 1998 to say that he was unfortunately delayed but would meet with officials on 4 November 1998.

 

An official met with Bruyns at his offices in Pretoria on 29 October 1998. Bruyns was the Director: Human Resources of GCI and said that he appointed Bosch as area manager.

 

Officials met with de Beer, Botha and Botha's attorney at the offices of the Committee on 2 November 1998. Not much came of this meeting. Botha and de Beer again contended that Burger was the driving force behind GCI. The attorney was concerned that Botha might incriminate himself.

 

On 4 November 1998 officials again met with Burger and yet another business associate of him. Burger requested the officials to put all questions they wish to ask in writing. He was told that this was not possible as the answer to a particular question more often than not gave rise to further questions. Burger again agreed to submit his version of events in writing.

 

Officials of the Committee again met Burger on 9 November 1998. This meeting took place at Burger's offices at 117 Webber Road, Germiston. Burger alleged that he only received the minutes of board meetings only on four or five occasions. When asked if he ever objected to this he said that he did. A study of 17 board meeting of GCI held between 11 October 1997 to 19 August 1998 revealed no evidence that Burger objected to this state of affairs. He also said that he never withheld any information from Van Wyk and Fennie. He undertook to deliver his written submission and the accounting books of Bigfoot Holdings (Pty) Ltd at the offices of the Committee not alter than 11 November 1998. It was already stated above that he failed to do so.

 

On 10 November 1998 an official met with Sadie at a hotel in Midrand. Els (see section 1. Introduction) apparently introduced Sadie to Burger at a time when Various Level Marketing (VLM) still existed. Sadie said that he gained some experience in multi-level marketing during his involvement with Amway, Sportron, Herbal Life and as a member of Rainbow Business Club (10). At some stage he attended a meeting of where 800 people waited in three halls to hear more about Amway. This "inspired" him to enter into multi-level marketing with Burger.

 

On 25 November 1998 an official of the Committee met with a young couple, Mr. and Mrs. Steenberg. They paid R40 000 for shares in GCI which they bought between 24 February 1998 and 14 September 1998. They said that they were neither related to nor were friends of any person working for GCI at that stage. They were, however, "friends of friends" who worked for GCI. This belies the allegation by Botha and de Beer that the "private placement" only involved "friends and family".

 

On 24 February 1998 the Steenbergs paid another R15 000 for 16 853 GCI shares or 89 cents per share. On 14 April 1998 they again bought another 10 526 shares form GCI at 95 cents each, a total of R10 000. On 14 September 1998 they paid "AZ" Brokers another R15 000 for an unknown number of shares. They never received a share certificate for the shares bought on 14 September 1998 and hence did not know how many shares were involved in the transaction.

 

When asked why they bought GCI shares on three occasions, they said that the "consultant", Amelia van Abo, who was married to Botha during the latter half of 1998, told them that the value of the shares increased considerably. On 6 August 1998 they wrote a letter to GCI requesting GCI to sell their shares and deposit the proceeds into their banking account. Amelia van Abo persuaded them not to do so. It was previously stated that the share prices were "fixed", probably by Botha, Burger and de Beer. The Steenbergs said that they did not know much about shares and shares prices, but that they were impressed with the growth in the price of the shares as explained to them by Amelia van Abo, now Botha. The Steenbergs increased the bond on their home to pay for the shares that they bought.

 

On 5 February 1999 an official met with a shareholder Mr. "FB". "FB" accepted a retirement "package" from his employer towards the end of December 1997. During the same month Botha visited "FB" at his house and explained the virtues of investing in GCI to "FB". "FB" explained to Botha that he had not yet received the cash portion of his "package". On 19 December 1997 Botha wrote to "FB" thanking him for the opportunity to make a presentation about GCI. Botha also inter alia wrote the following (directly translated from the Afrikaans):

 

"As discussed during our interview I would like to confirm that your capital is at all times guaranteed".

 

"GCI Limited guarantees a growth of ten times the original capital investment after a period of ten years".

 

"it is important to note that the monthly income to be paid out of the investment would not be taxable because it will be shown as dividends. This income is thus not regarded as interest income as in the case with other financial institutions".

 

"The asset value that GCI acquired during the past year was approximately R53 million". (THIS STATEMENT WAS A GLARING MISREPRESENTATION BY BOTHA. GCI ONLY STARTED DOING "BUSINESS" IN OCTOBER 1997).

 

"Because GCI shares are issued in the form of American Dollar linked certificates, you should take note that GCI shares showed a further growth of approximately 15 per cent, should the devaluation of the Rand against the Dollar is taken into consideration". (THIS STATEMENT BY BOTHA COULD ONLY BE DESCRIBED AS RIDICULOUS).

 

"FB" received the cash portion of his "package" in January 1998 and on 22 January 1998 he paid R700 000 to GCI for shares. Towards the end of February 1998 GCI paid R271 000 into the account of "FB". "FB" alleged that Botha told him that he ("FB") bought his shares at the price that ruled at the time of their discussion in December 1997 and not at the price the shares were sold for on 22 January 1998. Since the share price increased between middle December 1997 and 22 January 1998, "FB" made a handsome profit of R271 000. There was no real increase in the price of GCI shares. It was already stated that the GCI share prices were figuratively and literally "fixed" by GCI, and most probably by Burger, Botha and de Beer. (see section 3).