Report 68 Business Practices Committee

The evidence at the disposal of the Committee show that consumers have been grossly misled by GCI over a number of months. The GCI shareholders were also prejudiced because it would seem (January 1999) that there are no meaningful assets left. In paragraph 9 of his affidavit supporting his application for voluntary sequestration, Botha stated that GCI made severe losses over the last few months because of the "... poor investment climate in the Republic of South Africa". In view of the report of the auditor (see section 9), it is unlikely that the "... poor investment climate in the Republic of South Africa" was the reason for the downfall of GCI.

It appeared that between October 1997 and October 1998, the following persons were directors of GCI: Bosch, Botha, Bruyns, Burger, PJ Els, OL Erasmus, J Fennie, F Jonker, Mahlangu, Sadie, Van Oudtshoorn, GEC Van Wyk and J White. However, during a GCI board meeting on 2 February 1998 it was resolved that Erasmus, van Oudtshoorn and Bosch were "acting directors" (see section 1) and that they would be appointed as "area managers". In this report the facts do not point to either Erasmus or Van Oudtshoorn doing anything untoward in their capacities as directors, "acting directors" or "area managers" of GCI. Van Oudtshoorn is in jail because of a felony that seems to be unrelated to GCl's activities. Bosch, however, signed two letters to GCI that contained misleading statements. These letters were signed on behalf of de Beer and the Committee has no conclusive evidence that Bosch acted on his own. No GCI shares were issued to Els and Jonker and there is no evidence to suggest that they had anything to do with the management of GCI. The Committee has no evidence to suggest that Mahlangu and White were involved in the day to day activities of GCI. Bruyns signed a circular on behalf of GCI (see section 2.4) and alleged that he did so at the insistence of Burger. This leaves Botha, Burger, Fennie, Sadie and Van Wyk.

Fennie and Van Wyk were appointed as non-executive directors. They were unaware of the existence of the documents mentioned in sections 2.1 to 2.7 and refused to sign a prospectus (see footnote 9) that was in all probability compiled by Burger, Botha and de Beer. Fennie and Van Wyk readily conceded inter alia that the calculation of the share price constituted a harmful business practice. Sadie, although at some stage "chairman" of GCI, was effectively fired by Burger. By his own admission Sadie was rather naive regarding business. This is also evidenced through his involvement in the ludicrous "Princess Diana European Land Trust Memorial Limited" scheme (see section 2.4). This leaves Botha and Burger. De Beer, although not a director, obviously because he was an unrehabilitated insolvent, also played a major role in the management of GCI.

It is clear that Burger, Botha and de Beer were the decision makers within GCI. On 17 July 1998 they held 80 per cent (320 million) of the "Class D deferred ordinary shares" (400 million) of GCI. The ± 3 million shares held by ordinary shareholders on 31 January 1998 were insignificant compared to the millions held by Burger, Botha and de Beer.

Burger, the "portfolio manager", majority shareholder, founder and self-appointed "President" of GCI appointed and fired those around him. He described himself as "An entrepreneur with a phenomenally successful track record spanning over 35 years" and having "... developed the reputation of being the power behind some of the most amazing projects that may be attributed to a single individual in one life time". Yet he alleged that he had nothing to do with the management of GCI. For this "non-involvement" in the management and "portfolio management" he received a salary of R30 000 per month. The misleading information in the documents mentioned in sections 2.1 to 2.7 was supplied by him to Sadie. Although a director of GCI and other companies, he was surprised to learn about the fiduciary duties of a director from an official.

At the meeting on 8 May 1998 Burger, as "President" and majority shareholder of GCI, said absolutely nothing to exonerate his or GCI's actions. He merely stated that GCI would give its cooperation during the investigation. It later appeared that this cooperation was sadly lacking (see section 8).

Botha and de Beer often absolved themselves from glaring misrepresentations made to shareholders or prospective shareholders.

Botha was actively involved in misleading shareholders. On 7 September 1998 for example, he stated that GCI shares traded at R1.20 (see section 8, document 11). Botha and de Beer tried their utmost to justify the "calculation" of the share price fixed by Burger, de Beer and himself, but later conceded the "fixing" of the share price.

During September 1998 Botha and de Beer feigned not to have known about the GCI telemarketers (see section 8), yet during a board meeting in February 1998 Botha said that telemarketers need to be employed.

De Beer, as the financial manager/company secretary, was responsible for the management information and accounting system. The report of the auditor (see section 9) is a clear indication that de Beer was not equal to the task. The lack of a management information system and a hopelessly inadequate accounting system resulted in the management mostly being in the dark as to the real financial position of the company. This did not seem to bother anyone.

Botha, Burger and de Beer were incapable of managing a public company. This prejudiced all the ordinary shareholders of GCI who did not hold "Class D deferred ordinary shares". They also managed the issuing of shares to the public, and not only friends and family as suggested by them. Botha, Burger and de Beer should be prohibited from being employees or directors in companies or close corporations in which they are also shareholders or members.