Crosscorn, The Seeds Of Evil & Coruption

First time Crosscorn ever gets mentioned is in the JSE Sens Documents dated 12th of December 2019.

The Board of Directors of Ecsponent ("the Board") is pleased to announce that it has concluded an agreement ("the Agreement") with Crosscorn (Pty) Ltd ("Crosscorn") and the Scipion Active Trading Fund ("SATF"), a fund incorporated under the laws of the Cayman Islands, in terms of which Ecsponent will acquire 45.5% of the common shares of Crosscorn ("the Transaction").

The common shares in Crosscorn will be acquired by Ecsponent in two phases, as follows: Ecsponent will purchase 26.25% of the common shares in Crosscorn from SATF for a deferred cash consideration of USD1,400,000 at a fixed exchange rate of 1 USD to 14.80 ZAR, being R20,720,000.00 ("Cash Consideration").

Ecsponent will acquire a further 19.25% of the common shares of Crosscorn from SATF, in exchange for the issue of 101.3 million Ecsponent shares ("Share Consideration"). @.14 Cent = a value of R14 182 000.00 

Financial Information of Crosscorn : Ecsponent pays R34 902 000.00 for 45%

The net asset value of Crosscorn as at 30 June 2019 was BWP860 068 and the profit after tax for the year ended 30 June 2019 was BWP633 254. Shareholders are alerted to the fact that these figures are based on unpublished and unaudited management accounts as at that date. The management accounts were prepared in accordance with International Financial Reporting Standards, and Ecsponent is satisfied with the quality of the management accounts.

The Cash Consideration will be settled on a deferred basis, in two equal payments to SATF, one at six months and one at twelve months after consumation of the Transaction. The outstanding Cash Consideration will bear interest at a rate of 9.75% per annum until the date of settlement, with interest payable on a monthly basis. : The company showed assets value of BWP633 254 

16 APRIL 2020Shareholders are hereby advised that, due to current market conditions including the COVID-19 pandemic, the Agreement has been cancelled and the Transaction will not proceed, however, the parties will continue discussions while monitoring market conditions.

Fast forward to 2022, they did a pathetic monitoring of the market conditions as they offer more money for a company reaching the bottom pit.

07 APRIL 2022 The board of directors of Afristrat (“the Board”) is pleased to advise shareholders that with effect from 6 April 2022 (‘effective date’) Afristrat’s wholly-owned subsidiary, ECS Private Equity Proprietary Limited (“ECS Private Equity”), entered into a binding term sheet (“Term Sheet”) to acquire, subject to the fulfillment of the conditions precedent set out in paragraph 2.8 below (“Conditions Precedent”), 100% of Crosscorn Proprietary Limited (“Crosscorn”), together with a distressed loan asset pool (collectively, the “Asset Pool”) from SATF (“SATF”) for a total purchase price of USD5 000 000 (“Purchase Price”)

(“the Transaction” or “the Acquisition”). 

In accordance with the Term Sheet, the Purchase Price shall be settled by a combination of debt and equity, by the issuance of Domestic Medium-Term Notes (“Notes”) to the value of USD3 500 000 – R51 800 000.00 and ordinary shares of Afristrat (“Shares”) to the value of USD1,500,000 to SATF.= shares issued 18 500 000…..@R1.20 per share *** 19/05/2022 The value of shares are now at .19 cent = R3 515 000 - from R 22 200 000.00 not bad!!!*** 

As the Notes and Shares are denominated in South African Rand, the Purchase Price shall be paid in the equivalent amount to the nearest ZAR100 calculated on the day of issuance

The terms of the Notes: Each Note shall be listed on the securities exchange operated by the JSE Limited (“JSE”) and will be issued for a term of 4 years from the date of issue thereof and will be repayable in full in one amount at maturity (“Redemption Date”). : These notes have been exempted from the “Conversion to Equity plan” as per sens document 13/05/2022.

The Notes will be unsecured, will bear an interest rate of 9% p.a. payable semi-annually in arrears. Each Note will be freely transferrable by the registered owner thereof.

Financial Information

The financial information for Crosscorn is set out as follows:

The value of the audited net liability of Crosscorn that is the subject of the Acquisition as at 30 June 2021 was BWP17.1 million; and the audited loss after tax attributable to the net assets for the year ended 30 June 2021 was BWP8.9 million. 

Notes: With SATF holding these shares, with the shares held by George Manyere and Tertius de Kock, the conversion is with certainty going to proceed. The Note holders will have no significant say.

How do the Directors including the Financial Director justify paying over R80Million for a company that had asset value of BWP860 068 June 2019, to net liability of BWP17.1 million, and net assets of BWP8.9 million once you remove the assets from the liabilities you are left with a tangible loss of BWP8.2 million? 

How would it be possible to move in a strategic road forward creating sustainable growth within a company with transactions like this?

They state that the notes are not secured, all note holders will be treated equally, so why are these notes of Crosscorn exempt from the restructuring process of converting notes to ordinary shares within the company?

I will be doing full investigation as to whom actually bought Crosscorn, I really do not want a repeat of the “Mine” strory.