Report 68 Business Practices Committee

Various Level Marketing (Pty) Ltd was incorporated on 19 November 1991 with Jan Andries (Jay) Burger and Republic Nominees (Pty) Ltd as the shareholders. The main object of the company was to "... carry on the sale of general merchandise". Burger was the only director as from 19 November 1991. On 22 September 1997 Various Level Marketing (Pty) Ltd lodged a special resolution with the Registrar of Companies. The contents of the resolution were inter alia that: the company be changed from a proprietary limited company to a public limited company; the main object be changed to the "... purchase and sale of company shares, business ventures and companies using the services of numerous brokers"; and that the name of the company be changed to Gauteng Corporate Investments Ltd.

On 2 October 1997 the Registrar of Companies issued a "Certificate of change of name of company" to certify that Various Level Marketing Ltd (91/06577/06) had changed its name to Gauteng Corporate Investments Ltd (GCI). Adolphe Botha, PJ Sadie, TJ Bruyns, SMT Mahlangu and GJ Van Oudtshoorn become directors on 17 October 1997.

At some stage between October 1997 and October 1998, the following persons were directors of GCI: H Bosch, Adolphe Botha, Bruyns, Burger, PJ Els, OL Erasmus, J Fennie, F Jonker, Mahlangu, Sadie, Van Oudtshoorn, GEC Van Wyk and J White. It later appeared that Bosch and White were appointed as "Regional Directors". It was resolved during a GCI board meeting on 2 February 1998 that Erasmus, van Oudtshoorn and Bosch were "acting directors" and that they would be appointed as area managers because or certain problems that they had in the past (Afrikaans: "pyne in hulle verlede"). It was minuted that they would be appointed to the board once their names were "clean".

Botha said that he was managing director as from 18 October 1997 (1) and JF De Beer was the financial manager/company secretary of GCI as from 18 January 1998. Also on 18 January 1998 Fennie and Van Wyk became non-executive directors.

When undertaking any investigation, it is obvious that new information and facts would come to light as the investigation progresses. To make for easier reading it will at times be necessary in the report to refer to relevant statements that were made at a later stage during the investigation or to facts that were later uncovered. These state will be printed in ITALICS AND SMALL CAPITAL LETTERS.

SADIE SAID THAT BURGER INITIALLY APPOINTED HIM AS MANAGING DIRECTOR OF VARIOUS LEVEL MARKETING LTD AND TOLD HIM (SADIE) THAT THEY, BURGER AND SADIE, WOULD EACH HOLD 50 PER CENT IN THE COMPANY. THIS WAS BEFORE THE NAME OF VARIOUS LEVEL MARKETING LTD WAS CHANGED TO GCI. SADIE LATER BECAME CHAIRMAN OF GCI. SADIE STILL LATER TOLD OFFICIALS THAT TOWARDS THE END OF JUNE 1998 "... THINGS STARTED TO CHANGE AT GCI". BURGER TOLD HIM TO RESIGN AS CHAIRMAN OF GCI. HIS LETTER OF RESIGNATION, DATED 15 JUNE 1998, WAS PRESENTED TO HIM BY BURGER AND HE HAD NO CHOICE BUT TO SIGN THE DOCUMENT.

The directors and some other shareholders of so-called "Class D (2) deferred ordinary shares" did not immediately pay for their shares on allocation thereof but did so only on 17 July 1998. This was after the investigation into the business practices by the Business Practices Committee (the Committee) commenced. Deposit slips at the disposal of the Committee show that the following persons paid cash into account 1006515658 held with Mercantile Lisbon Bank for the number of "Class D deferred ordinary shares" as indicated.

Although it would appear from documents that Els and Jonker were at some stage directors of GCI, there is no evidence to suggest that any shares were allotted to them. The majority "Class D" shareholder was Burger, who held 40 percent of these shares. Other major shareholders were Botha and Sadie whom each held 20 percent of the "Class D" shares. Burger, Botha and Sadie thus held 80 percent of the "Class D" shares. Another major shareholder was de Beer, the financial manager/company secretary, who held 30 million shares or 7.5 per cent of the total of 400 million shares. On 17 July 1998 Burger, Botha, de Beer and Sadie thus held 87.5 per cent of the total "Class D deferred ordinary shares".

ON 20 OCTOBER 1998 BOTHA APPLIED FOR THE VOLUNTARY LIQUIDATION OF GCI. GCI started doing "business" in October 1997 and no annual general meeting of the shareholders took place between October 1997 and October 1998. There was no opportunity for the shareholders to elect a board of directors. Since the inception of GCI the directors thereof were hired and fired by Burger. FOR EXAMPLE: AT THE FIRST MEETING OF THE BOARD HELD ON 11 OCTOBER 1997 AT THE PROTEA HOTEL, MIDRAND, IT WAS MINUTED THAT BUGER SAID THAT THE "DIRECTORSHIP" (OF GCI) WOULD BE AS FOLLOWS: BURGER (PRESIDENT), SADIE (CHAIRMAN), BOTHA (MD). ERASMUS WANTED TO KNOW WHETHER A PUBLIC COMPANY COULD APPOINT A PRESIDENT. BURGER SAID YES. LATER BRUYNS TOLD AN OFFICIAL THAT HE, MAHLANGU AND VAN OUDTSHOORN WERE TOLD BY BURGER AT SOME STAGE THAT THEY WERE NO LONGER DIRECTORS OF GCI. Burger called himself "President" of GCI. This incidence of this designation amongst South African companies is quite uncommon. Burger is or was also the "President" of other companies. The board of directors of GCI thus had an oligarchical appearance, with Burger as the head of the family.