THE "TURN-AROUND SPECIALIST".... THE INFLUNCER, MANIPULATOR OR THE MAIN ORCHASTRATOR?

George Manyere

RECKLESS TRADING – IN HOUSE PURCHASES - PANDORA PAPERS

Bank of Zambia orders top Zim banker George Manyere to leave MyBucks

January 18, 2021 Business

The Bank of Zambia (BoZ) has ordered a leading Zimbabwean banker, George Manyere, to cease both control of the stake and management of fintech company MyBucks after breaching banking rules.

The founder of Brainworks Capital Management, now the former managing director and chief investment officer of the corporation, is said to have violated banking regulations in the neighboring country.

Freda Tamba, a letter read by NewZimbabwe.com Business and signed by BoZ’s director of oversight of non-bank financial institutions, shows that problems have been brewing for the top banker since September 2020.

BoZ believes the actions of Manyere and his counterpart Barkat Ali were detrimental to MyBucks Zambia stakeholders after the duo allegedly donated $ 10 million to Ever Prosperous in exchange for an allegedly $ 5 million asset – Guaranteed dollars had to be purchased at a later date. “In the opinion of the bank, the transaction was irrational and did not qualify for it to be carried out in the normal course of MyBucks business. These measures constitute unsafe and unsound practices within the meaning of Section 2 of the Banking and Financial Services Act (BFSA), ”Tamba said in the letter.

The BoZ therefore found Manyere; “Not being fit and adequate to be a shareholder and director” of a financial services company.

The decision was implemented on the basis of Section 41 (2) BSFA, which authorizes the bank to remove a person from office if it believes that their requirements have been violated.

Accordingly, MyBucks Zambia is expected to sell its 45% stake in Xtenda, which, if approved by BoZ, will provide for a proper sale of the shares in the company.

In the meantime, Ecsponent Ltd will sell its entire 25% stake in MyBucks Zambia, while MyBucks SA will sell 20%, including staying at 45% stake.

“After all procedures, this means that MyBucks SA will reduce your stake in MyBucks Zambia to 40.9%,” added Tamba.

Contacted for comment on the developments, Manyere was unable to acknowledge or deny the allegations.

“I have no way of expressing myself on confidential issues relating to the Bank of Zambia, and in my decades of banking career I have addressed regulatory issues directly with the regulator,” he said.

At the time of publication, BoZ did not answer any questions sent by email on this topic.

Report on shares and George Manyere with his associated companies as per SENS documents only

“I mean it’s not like you are taking money from billionaires who will not care if they lose a little bit of their money, but you are taking hard-earned money from Pensioner’s” GEORGE MANYERE, CEO

For easier reference and for the purpose of reporting only relevant information, this document/ report will only start to address all matters at hand as from the 1st of January 2014.

With acknowledgement that the company is and was in fact a corporate structure with divisions and a business strategy, lacking governamce, management and ethical standards as per George Manyere, “the business model was high on liability generation and weak on asset allocation”, although most assets acquired were directly affiliated with George Manyere.

This report/document is placed on record to inform the public at large of various actions and events pertaining to the affairs of Ecsponent Limited and transactions concluded between Ecsponent Limited and its group companies with entities controlled by one of the directors of Ecsponent Limited, Mr George Manyere which appear to amount to the manipulation of the affairs of Ecsponent for the benefit and to advance the interests of such entities controlled by Manyere to the detriment and prejudice of Ecsponent Limited and the Preference Shareholders (mainly pensioners) of Ecsponent Limited.

However this is not his first Conversion of Debt into Equity Rodeo:

Business Brainworks seeks debt-equity swap deal approval By Newsday- September 10, 2019

JOHANNESBURG Stock Exchange (JSE)-listed firm Brainworks is seeking to clear a US$5 million debt in exchange for ordinary shares.

In a statement, the company said the settlement of the accrued loans through the issue of shares will reduce the company’s debt levels and lower its financial risk profile, allowing the company to save on interest costs.

“Shareholders are advised that the company entered into debt settlement agreements on September 2, 2019, with certain related parties in terms of which it will settle loans advanced to Brainworks during 2017 and 2018 (the 2017 and 2018 loans) through the issue of 7 985 581 Brainworks ordinary shares.” Brainworks said.

“Shareholder are further advised that Brainworks concluded loan agreements in March 2019 with certain related parties (2019 loans) which provided the related parties and or Brainworks with an option to convert the 2019 loans into shares any time prior to November 30, 2019, at a price of R6,50 per share and at a USD/ZAR exchange rate to be determined on the date of receipt of the requisite shareholder approval for the issue of shares.”

Brainworks said the 2017 and 2018 loans would have an aggregate amount of US$3 444 871 outstanding and the 2019 loans amount to US$1 561 771 outstanding on the anticipated settlement date of November 1, 2019.

The issue of shares is subject to approval by the majority of shareholders. Up to 12 500 shares will be issued for the purpose, the company added.

ORDINARY SHARES IN ISSUE BY ECSPONENT LIMITED; As at the 31/12/2014 there were 1 Billion Ordinary Shares in issue, the company held 98 441 951 unissued shares on their ledgers

2014/12/31 – 901 558 049 were the actual Ordinary Shares in issue, the major shareholders of ordinary shares were held by:

Escalator Capital (Rf) – 618 906 523 – 68.65%

Mile Investments 267 – 51 000 000 – 5.66%

2015/12/31 – 901 558 582 = 553 new issued Ordinary Shares, the major shareholders of ordinary shares were held by:

Escalator Capital (Rf) – 618 906 523 – 68.65%

Vinguard - 51 691 800 - 5.72%

Mile Investments 267 – 41 000 000 - 4.55%

2016/03/31 – 1 079 550 795 - 177 992 213 new issued ordinary shares, the major shareholders as at the (2017 Financial Report)

Mason Alexander - 458 062 243 – 42.3%

Escalator Capital (Rf) - 146 739 382 - 13.6%

2017/03/31 – 2020/28/02 – Shares in issue 1 079 550 795 - stay the same till 2020

MASON ALEXANDER PROPRIETARY LIMITED: Mason Alexander Proprietary Limited (registration number 2015/351 662), A Shelf Company Registered on the 05th of October 2015. wholly-owned subsidiary of Mylesland Investment Holdings Limited, a company beneficially owned by George Manyere;

MHMK GROUP PROPRIETARY LIMITED: MHMK Group Proprietary Limited (registration number 2015/351 662) (MHMK Group Limited is not available on CIPC search. In turn the number take us to MHMK Financial Services Limited), previously Mason Alexander Proprietary Limited, a wholly-owned subsidiary of MHMK Group Limited previously Mylesland Investment Holdings.

*First they declare that Mason Alexander is a subsidiary of Mylesland then they declare that Mason Alexander was previously Mylesland, a bit confusing, however it does not change the beneficial interest, there are a number of contradictions to the actual % held on various Sens Notices and the actual balance sheets prepared by Tertius de Kock*.

03/10/2016: Ecsponent Limited has received notification from Ecsponent Capital (Rf) Limited that it has decreased its beneficial interest in Ecsponent Limited to 15.8%. from 50.7% shareholding – However in December 2014 Ecs (Rrf) held 68.65% and a value of 618 906 523 shares- Payment by Mason Alexander to Capital (RF)

Mason Alexander Proprietary Limited has acquired a beneficial interest in Ecsponent Limited of 34.90% by acquiring 324 729 910 shares @.15 cent per share to a value of R48 709 337.00 - Payment to (RF)

Mason Alexander Proprietary Limited entered into an option agreement with Ecsponent Capital (RF) to acquire the remaining 15.8% shares held by Ecsponent Capital (RF) in Ecsponent Limited by no later than 31 December 2018 acquiring 146 739 382 shares @ .15 cent per share to a value of R22 010 907.30

10/10/2016: Ecsponent Limited has entered into an agreement with Mason Alexander Proprietary Limited which currently holds 34.9% of the shares in Ecsponent, in terms of which Mason Alexander will acquire 135 758 403 shares @.15 cent to an amount of R20 363 760.50 George Manyere/ Mason Alexander now owns 460 488 313 shares increasing his Majority shareholding to 42.43% - Payment to Ecsponent Limited

*** shares of 1 079 550 795 / 460 488 313 = 42.66%***

*** shares of 1 067 528 399/ 460 488 313 = 43.14%***

24/03/2017: The following changes in the directorate took place after the reporting period ending 31 December 2016, effective 20 March 2017: Mr G Manyere was appointed as a non-executive Vice Chairman to the Ecsponent Board; Following the issue of the Rights Offer Shares, Ecsponent has 1 067 528 399 ordinary shares in issue. Financials- Directors Report states 1 079 550 795 - Page 42 shares in issue.*** a difference of 12 022 396 shares***

14/08/2017: Mason Alexander Proprietary Limited increased its beneficial interest in Ecsponent Limited to 56.0%. by exercising the option of 03/10/2016 acquiring 146 739 382 shares @ .15 cent per share to a value of R22 010 907.30 – 607 227 695 shares now held

29/06/2018: Number of shares in issue 1 079 550 795. Shareholder with significant influence Mason Alexander (Pty) Ltd – Represented by G. Manyere who owns 56.25%

Ecsponent has entered into an investment management agreement with MHMK Capital Botswana Limited a related party, which is controlled by George Manyere, a major shareholder and a non-executive director with significant influence Ecsponent Limited, in terms of which MHMK Capital will manage the portfolio of assets and investments owned by Ecsponent Limited incorporated in Botswana - ECS Botswana serves as a local investment holding company for the Group.

MHMK Capital will be entitled to an annual management fee equal to 2% (two percent) of the value of the total assets of ECS Botswana, as it appears in the most recent audited financial accounts of ECS Botswana. Ecsponent and ECS Botswana will be jointly and severally liable for the payment of the fee due to MHMK Capital.

The MHMK Management Agreement will be for a term of 10 years, following which it will be renewable by the mutual consent of the parties on a yearly basis on the anniversary of the effective date.

The MHMK Management Agreement may be terminated by 3 months’ written notice from either party or the occurrence and non-remediation of certain events that constitute a breach of the terms of Investment Management Agreement.

ECS Botswana reported gross assets of R322.7 million , net assets of R1.8 million and net profit after tax of R2 million for the 15 months ended 31 March 2017

19/12/2018: *** MHMK Group Proprietary Limited (previously Mason Alexander Proprietary Limited) Mason Alexander Proprietary Limited increased its beneficial interest in Ecsponent Limited to 56.6% by acquiring 26 050 916 shares @ .34 cent per share to a value of R8 857 311.44 – 633 278 611 shares now held.

***First and only time ever mentioned on Sens***

18/12/2019: Ecsponent is in the process of appointing a new Financial Director, which appointment is expected to be finalised by 31 March 2020. Until such appointment has been finalised, Dirk van der Merwe will remain as the Financial Director and George Manyere will assume the role of acting CEO.

02/03/2020: The Company is currently in negotiation with its major shareholder, MHMK Group Proprietary Limited ("MHMK"), being an associate of George Manyere, the group's current acting CEO, to partially recapitalise the group's balance sheet, through a subscription for additional 8 808 624 705 ordinary shares in the Company in exchange for the delegation by the Company of debt owing to Tailored Investments Limited, a third party, unrelated creditor, amounting to R215 811 305.00

12/03/2020: Mr George Manyere, currently the Company’s acting CEO, will assume the role of Executive Chairman of the Company with effect from 31 March 2020

20/03/2020: Following the Specific Issue, MHMK Group- represented by George Manyere will hold, directly and indirectly, 9,419,475,981 of the ordinary shares in Ecsponent’s share capital, comprising 95.26% of the total issued share capital after the Specific issue *** Refer to the Pink Orchid Transaction***

Note that George Manyere held 95.26% of the ordinary shares, he had full rights to do the conversion of Preference Shares, he could not be opposed neither could Preference Shareholders vote prior to May 2020. The only choices afforded to the Preference shareholders was to either become Ordinary Shareholders or Hybrid Shareholders.

An extract from a recorded call with an EX-Ceo of Ecsponent prior to his exit from the company. Conversion: Prior to the resignation of Mr Terence P Gregory on 06th August 2019 the following recommendations were made to the board by TP Gregory and other board members as per a recorded conversation. “And we had provided them with alternatives by including taking over the business including doing joint ventures that would allow the the business to be cash generative etc, ect in order to avoid it, they, they just ignored it. In fact when I say they I mean George Manyere, deliberately made sure this was not considered”. Yet they continued to sell Preference Shares to the value of R100.00 per share up and until 48 hours before notifying investors of the default.

31/03/2020: Mr George Manyere, currently the Company’s Executive Chairman, will revert to the role of CEO;

18/05/2021: Mr George Manyere, who stepped in as CEO in April 2020, will resign as CEO upon and retain a position as a Non-Executive Director. Mr Manyere, as, Mr Manyere will have concluded his role to turnaround the Group and will return to a Non-Executive function.

In fairness, Ecsponent Limited acquired the Mybucks Shares when the company bought Pink Orchid for R185 Million. They then give George Manyere 8 808 624 705 Ordinary Shares and still owe Tailored Investments a balance of R256 Million as per the 2020 Balance Sheets, Page 85 under Other Financial Liabilities. “The loan was secured by 1 953 874 shares of MyBucks S.A. Limited, is interest free and is repayable in monthly instalments until June 2022.

The company announced on 20 March 2020 that it reached agreement with its major shareholder who acquired the loan from Tailored Investments.

MHMK Group Ltd (Mauritius) – Major confusion see the Pink Orchid Transaction to avoid repeating the various questionable transactions.

Holders of ordinary shares of no par value in the issued share capital of Afristrat Investment Holdings Limited are referred to the announcements published by Afristrat on the Stock Exchange News Service of the JSE Limited on Tuesday, 18 May 2021 and Friday, 15 October 2021 In the Revised Announcement, it was advised that Afristrat has entered into a Sale of Shares Agreement with Imara Trust Company (Mauritius) Limited as trustee of the George Manyere Children Investment Trust regarding the proposed acquisition of 100% of the issued share capital of MHMK Financial Services (“MHMK Financial Services “) from the GM Trust, in exchange for the issue, by the Company to the GM Trust, of 17 400 000 000 new Ordinary Shares prior to the proposed consolidation of the Company’s authorised and issued ordinary share capital on the basis of 120 to 1, by the consolidation of every 120 Ordinary Shares into 1 Ordinary Share)

Imara Trust Company (Mauritius) Limited, a company listed as part of the “Pandora and ‘Panama Papers” under offshore leaks, how money is leaking from South Africa to off shore safe havens.

SUBSIDIARIES DIRECTLY LINKED TO GEORGE MANYERE;

Our records will reveal that the following companies/entities and other relevant information will be listed as :

“MHMK Group“ collectively and including previous name changes :- Mason Alexander, Mylesland, MHMK, MHMK Mauritius, MHMK SA and MHMK Botswana;

1. Mason Alexander Proprietary Limited 2015/351 662

2. Mylesland Investment Holdings Limited C116 061 C2/GBL

3. MHMK Group Proprietary Limited 2015/351 662

4. MHMK Capital Private Limited C143276 C2/GBL

5. MHMK Waterhouse Group Botswana Limited CO2018/9464 (BW00000 449461)

6. MHMK Financial Services Limited C116061 C2/GBL

7. MHMK Group Botswana Limited CO2018/9464

8. MHMK Group Proprietary Limited K2015351662

9. MHMK Mauritius

10. GNP Capital Private Limited C143276 C2/GBL

11. Brainworks Capital Management 2014/269 809

12. MHMK Group Proprietary Limited South Africa 2014/269 809