CHARGES AGAINST COMPANY

CHARGES AGAINST AFRISTRAT

www.afristratpumpanddump.co.za

AFRISTRAT INVESTMENT HOLDINGS FORMERLY KNOWN AS ECSPONENT LIMITED- PONZI PUMP AND DUMP SCHEME

PERCEPTION, CONJECTURE OR TRUE FACTS…

“Whether it is called common law fraud, fraudulent misrepresentation, or intentional misrepresentation, the elements of the claim are the same – Fraud! “During the last two decades Companies have committed the worst accounting scandals in history. Companies are guilty of manipulating Balance Sheets or Interim Results, these can include delaying the results inappropriately, adjusting expenses around the time of an acquisition or merger, or potentially overstating contingent liabilities for the purpose of adjusting then in the future as an increase in assets, or to turn debt into equity”.

CHARGES AND ALLEGATIONS IN ITS ENTIRETY : For easier reading these charges have been listed in each category during and in this site.

All allegations will be included with Sections 1, 2, of the Prevention and Combating of Corrupt Activities Act 12 of 2004, together with Section 3 of the Corruption Act 94 of 1992,

It is important to also examine how knowledge of unlawfulness, as an essential element of end outcome and how this is measured by the courts, and how courts evaluate such evidence.

” A person who commits an unlawful act is criminally liable for all the consequences that follow, irrespective of whether they are foreseen, foreseeable or intended Although the common law crimes of fraud and/or theft still apply. In the South African context fraud is defined as: “The unlawful and intentional making of a misrepresentation which causes actual prejudice, or which is potentially prejudicial to another.

”The Primary Charges / Allegations

There should be some standard that guards against creating the impression that there are two streams of justice; one for the rich and one for the poor, the company having deep pockets with investors having lost hard-earned life savings.

• Irregularities’ – accounting policies, balance sheets and integrated report misstatements

• Mismanagement includes the acquisitions, disposals of companies and shares held directly or linked directly to and between the company and George Manyere-

• Pattern Of Racketeering Activity – the continuous or repeated participation or involvement in any offence referred to in Schedule 1

• Induce or Inducement- includes to persuade, encourage, coerce, intimidate or threaten or cause a person.

• Unlawful Activity means conduct which constitutes a crime or which contravenes any law or Act

The allegations against the company is that of corruption, fraud, fraudulent misrepresentation, or intentional misrepresentation, based on an allegations and contravention of Section 1(1)(a) reads.—(1) For purposes of this Act a person is regarded as having knowledge of a fact if—(a) that person has actual knowledge of the fact;read with Sections 1, 2, of the Prevention and Combating of Corrupt Activities Act 12 of 2004, together with Section 3 of the Corruption Act 94 of 1992, corruption based on: Section 3(b)(ii)(aa) and/or 3(b)(ii)(bb) and/or 3(b)(ii)(cc) and/or 3(b)(iv)

Prevention of Organised Crime Act 121 of 1998 together with Corruption Act 94 of 1992

The Prevention and Combatting of Corrupt Activities Act 12 of 2004 (PRECCA), the Financial Intelligence Centre Act 38 of 2011 (FICA) and the Prevention of Organised Crime Act 121 of 1998 (POCA) are the primary statutes that form part of the matrix of statute dealing with white-collar crime in South Africa.

“Ponzi or Pyramid Schemes” – It is a contravention of Sections 11(1) and 11(2) of the Banks Act, which constitutes an offence thereunder Although the common law crimes of fraud and/or theft still apply, the Consumer Protection Act also prohibits (amongst many other things) the initiation, sponsoring, promotion or participation in “fraudulent schemes and offers”, including pyramid schemes.

“Agent” means any authorised representative who acts on behalf of his or her principal and includes a director, officer, employee or other person authorised to act on behalf of his or her principal, and

(a) any promise, purchase, sale, barter, loan, charge, mortgage, lien, pledge, caveat, transfer, delivery, assignment, subrogation, transmission, gift, donation, trust, settlement, deposit, withdrawal, transfer between accounts or extension of credit;

(a) any person holding a legislative, administrative or judicial office of a foreign state;

(b) any person performing public functions for a foreign state, including any person employed by a board, commission, corporation or other body or authority that performs a function on behalf of the foreign state; or

(b) all levels and subdivisions of government of any such country or territory; or

“Induce” includes to persuade, encourage, coerce, intimidate or threaten or cause a person, and

“Listed Company” means a company, the equity share capital of which is listed on a stock exchange as defined in section 1 of the Stock Exchanges Control Act, 1985 (Act No. 1 of 1985);

“Official” means any director, functionary, officer or agent serving in any capacity whatsoever in a public body, private organisation, corporate body, political party, institution or other employment, whether under a contract of service or otherwise, and whether in an executive capacity or not;

(a) natural person or group of two or more natural persons who carries on a business;

(b) syndicate, agency, trust, partnership, fund, association, organisation or institution;

“Property” means money or any other movable, immovable, corporeal or incorporeal thing, whether situated in the Republic or elsewhere and includes any rights, privileges, claims, securities and any interest therein and all proceeds thereof;

(a) creating, transferring, surrendering or releasing any right to, in or over property;

(c) evidencing the creation, transfer, surrender or release of any such right, the payment of money or delivery of any property or the satisfaction of any obligation.

(1) For purposes of this Act a person is regarded as having knowledge of a fact if—

(i) the person believes that there is a reasonable possibility of the existence of that fact; and

(ii) the person has failed to obtain information to confirm the existence of that fact, and

“Knowing” shall be construed accordingly. Furthermore, the Act defines what is meant by a person “knowing” of such prohibited conduct. “Knowing” when used with respect to a person, and in relation to a particular matter, means that the person either had actual knowledge, or such person reasonably ought to have had actual knowledge or acquired it by having investigated the matter or by having taken other measures which would reasonably be expected to have provided the person with actual knowledge of the matter. The knowledge possessed by the company at the time of the act that his conduct would lead to a consequence which the legislature desired to prevent, is by a construction of the law regarded as intention to bring about this consequence. ‘Knowledge' in this context does not necessarily mean 'full and certain' knowledge that this consequence is inevitable but on the other hand it must be knowledge which reached a high degree of probability.

(2) For the purposes of this Act a person ought reasonably to have known or suspected a fact if the conclusions that he or she ought to have reached are those which would have been reached by a reasonably diligent and vigilant person having both—

(a) the general knowledge, skill, training and experience that may reasonably be expected of a person in his or her position; and

(b) the general knowledge, skill, training and experience that he or she in fact has.

(3) (a) A reference in this Act to accept or agree or offer to accept any gratification, includes to—

(iii) offer to demand, ask for, seek, request, solicit, receive or obtain, any gratification.

(b) A reference in this Act to give or agree or offer to give any gratification, includes to—

'Pattern Of Racketeering Activity' means the planned, ongoing, continuous or repeated participation or involvement in any offence referred to in Schedule 1 and includes at least two offences referred to in Schedule 1, of which one of the offences occurred after the commencement of this Act and the last offence occurred within 10 years (excluding any period of imprisonment) after the commission of such prior offence referred to in Schedule

“Unlawful Activity” means conduct which constitutes a crime or which contravenes any law whether such conduct occurred before or after the commencement of this Act and whether such conduct occurred in the Republic or elsewhere.

Section 3 of the Corruption Act 94 of 1992, General offence of corruption. —

(a) accepts or agrees or offers to accept any gratification from any other person, whether for the benefit of himself or herself or for the benefit of another person; or in order to act, personally or by influencing another person so to act, in a manner—

(bb) misuse or selling of information or material acquired in the course of the, exercise, carrying out or performance of any powers, duties or functions arising out of a constitutional, statutory, contractual or any other legal obligation;

(iv) that amounts to any other unauthorised or improper inducement to do or not to do anything,

Allegation “Utterance of Forged Documents” Forgery (also known as "uttering a false instrument") involves the making, altering, use, or possession of a false writing in order to commit a fraud. Deleting, adding, or changing significant portions of documents may also be "material" alterations if these changes affect the legal rights or obligations represented in the documents. Additionally, as discussed above, using or possessing false writings also constitutes forgery, known as "uttering a forged instrument."

Case lodged with the South African Police Services dated August 2021 155/08/2021, wherein as Webber Wentzel were compliant in insuring that these falsified documents formed part of the defence documents handed into the High Court of Pretoria case number 23153/20.

Section 3. General offence of corruption (a)(i) / 3(aa) / 3(bb)(ii)/ 3 (cc)(iii) and Section 3 (cc)(iv) -

In respect of the allegations against the directors of the company, in essence, are that they, through their attorneys namely: Eversheds Sutherland Law Firm based in Johannesburg and Webber Wentzel a Legal Firm based in Santon, Johannesburg- Handed in to the High Court of South Africa (Gauteng Division, Pretoria) documents altered to benefit their defence, not to the benefit of the company in a Civil Matter Case Number 23153/20: - Combined Summons.

The allegations against the company is that of corruption, fraud, fraudulent misrepresentation, or intentional misrepresentation, based on an allegations and contravention of Section 1(1)(a) reads.—(1) For purposes of this Act a person is regarded as having knowledge of a fact if—(a) that person has actual knowledge of the fact; read with Sections 1, 2, of the Prevention and Combating of Corrupt Activities Act 12 of 2004, together with Section 3 of the Corruption Act 94 of 1992, corruption based on: Section 3(b)(ii)(aa) and/or 3(b)(ii)(bb) and/or 3(b)(ii)(cc) and/or 3(b)(iv) Further allegations against the company is that of a 'Pattern Of Racketeering Activity' and “Unlawful Activity”

INDUCEMENT TO THE INVESTMENT AND OR PRODUCT

Classification of Redeemable Preference Shares, holders of the Preference Shares receive a cumulative dividend, subject to the terms of the Preference Share Class issued. The Preference Shares do not have the right to participate in any additional dividends declared to Ordinary Shareholders. These shares do not have Voting Rights at general meetings of the Company.

Preference Shares, are mandatorily redeemable on a specific date…The Preference Shares are Redeemable after 60 months from the initial issue date and as a result are classified as debt and disclosed as such in the statement of financial position. Preference Shares, which are mandatorily redeemable on a specific date, are classified as liabilities

The same invstors’ who were indoctrinated and induced to invest by adverts on Television and youtube, newsletters and false promises of old age security.

The concept of recklessness (or oblique intent) however corresponds the closest to dolus eventualis, - (the final outcome) as it involves perpetrating an unlawful act despite knowing the risks involved.

The directors conducted the business of recklessly and in contravention of Sections 22(1) of the Companies Act, 2008 that clearly defines that a company must not carry on its business recklessly, with gross negligence, with the intent to defraud any person or for any fraudulent purpose. Read together with Section 76(3) when a director exercises his/her power, he/she must do so in good faith, in the best interests of the company and with the degree of care, skill and diligence that may be reasonably expected of a person carrying out the same functions in relation to as carried out by that director, and having the general knowledge, skill and experience of that director.

Read with Section 162(5)(c)(iv) The director’s had, inter alia, allowed to continue business in parlous and insolvent circumstances and extracted company money in order to pay for business acquired directly through the major shareholder, with misstatements to investors and to continue selling the ‘Preference Shares”, knowing that being a public company, which required proper accounting systems and was destressed, strong on debt liability, having catastrophic, devastating financial implications to investors.

For the purpose of this statement, clear examples of “Reckless Trading” are defined as concealing or disguising the nature, source, location, disposition or movement of the said property or the ownership thereof or any interest which anyone may have in respect thereof.

In these acquisitions the board fraudulently represented to its shareholders that was able to pay, redeem preference shares to investors, continued to sell more shares to the benefit of the directors/ public officers and shadow director. Investments, assets within the company are diversified across a number of industries, predominantly financial services and technology. High-growth opportunities are identified and negotiated by industry specialists with significant experience in these industries. Shareholder value is currently improved by the expansion of the Group through the growth in the underlying assets and operational trading.

“The Directors who committed the fraud will try to put the spotlight on the investors who invested within the company and their own conduct, knowledge, and motives. They will say that these “Offended Investors” had access to material information, and itself sought to score a huge profit despite known or knowable risks. The Directors may argue, the investors are seeking to blame someone else for the consequences of their own decisions.“

Proof of a prior agreement to commit the crime together will suffice; and such proof is available, the court merely needs to establish each members’ active association in the common criminal design. The unlawful conduct of any one of the members of the group is imputed or attributed to the other members.

Listed a catalogue of corruption, fraud, fraudulent misrepresentation, or intentional misrepresentation committed under the disguise of the company

Investors allege that the company together with key individuals within that corporate structure did not act with honesty and integrity as required, although it is conceded that investors cannot say that every cent of investor funds was misappropriated, the record keeping is and has been very creative.

Considering the allegations that appear herein, on the face of it, they are extremely serious allegations which should carry heavy penalties together with the same high degree of moral blameworthiness. At the end of the day, society demands that fair justice.