Report 68 Business Practices Committee

GCI started issuing shares to "friends and families" at 49 cents each. This price was subsequently increased to:

59 cents on 4 November 1997,

64 cents on 5 January 1998,

89 cents on 12 January 1998 and

LATER AT 95 CENTS.

During the meeting on 23 February 1998 Botha and de Beer stated that the share price was arrived at by using the net asset value. What GCI allegedly did was to calculate the net asset value by simply taking the total assets and dividing it by the number of shares, but excluding the 400 million shares held by the directors. They argued that the class "D" deferred ordinary shareholders (the directors) were not entitled to participate in the profits of the company until 30 June 2000, where after they would have had all the rights attached to ordinary shares. At that stage the shares would have been valued by the company's auditors.

When asked how the original issue price of 49 cents per share was calculated, Botha and de Beer conceded that no calculations were made and that the 49 cents per share was a "hit-or-miss" figure. There were obviously no assets when the company started doing business and a business plan was non-existent.

It was put to Botha and de Beer that the period from 1 October 1997 until 31 January 1998 was not as rewarding for GCI Ltd as well as all its shareholders. It was already stated that the accumulated deficit of GCI at 31 January 1998 was R1 072 406. The share prices were figuratively and literally "fixed" by GCI, AND MOST PROBABLY BY BURGER, BOTHA AND DE BEER. The GCI shares did not increase by 78 per cent due to "... the increase in nett asset value of the company".

GCI was asked to furnish the Committee with a written motivation as to why the shares of the directors were excluded from the calculation of the net asset value of the GCI shares. On 29 April 1998 de Beer wrote the following to the Committee about the share prices.

"The share price per GCI share is not the nett asset value of the company per share. The nett asset value of the company is extensively used as safe calculation in order to determine a reasonable and acceptable selling price for GCI shares. The 400 000 000 shares of the directors (Class D deferred ordinary shares) is (sic) excluded from this calculation, as this calculation was never intended to be the nett asset value of GCI shares, per but only a reasonable determination of the capital per private equity partner Class A and Class B ordinary shares sold. The 400 000 000 shares of the directors was planned to be used in share-swopping with other companies in order to exchange share holding with other companies, and only on completion of a profitable project succeed in accumulating value. Thus the special resolution was passed that Class D deferred ordinary shares be issued to the directors of the company, not entitled to participate in the profits of the company till 30th June 2000 whereafter the company's auditors will valuate these shares according to the profitability of the relating project where it is in holding. It is planned that by these dates, these shares will be held by other companies at a reasonable value, projected by various profitable projects".

On 23 February 1998 GCI said that the share price was calculated using the net asset value. Now it appeared that "The share price per GCI share is not the nett asset value of the company per share". This garbled explanation deserves no further comment.