Pink Orchid

www.afristratpumpanddump.co.za

Pink Orchid – R185 MILLION TRANSACTION

A Quick summary to this Bizarre, outright crazy transaction:

1. Ecsponent Limited the company acquires from Eunè Englbrecht one of the Directors of Ecsponent Limited a company called Ecsponent Botswana, who owns 50% of Surechoice.

2. Surechoice is a credit provider in Botswana, which historically provided loans to Botswana Government employees.

3. December 2015: In its first full financial, year of operation Botswana grew revenue by 390% to R41 million, total assets increased by over 200% to R184 million, and operating profits increased by 263% to R21 million.

4. George Manyere a director on the board of both MyBucks and Ecsponent Botswana and a Major Shareholder of Ecsponent Limited wants to acquire Surechoice for BW10 Million

6. George Manyere then acquires the remaining shares in Surechoice from the other shareholders of Surechoice being Capital Alliance (Pty) Ltd for BWP4.5 million and Priscilla Raffa for BWP4.5 million despite being fully aware that NBIFRA had blocked the original purchase of shares from Ecsponent Limited.

7. On 22nd December 2017, Ecsponent Botswana and Surechoice entered into a loan funding agreement in terms of which Ecsponent Limited was to provide a loan facility of up to US$ 10 million to Surechoice.

8. Ecsponent Limited secures this funding by means of a “Payment Guarantee” in the name of Ecsponent Limited to Scipion Active Trading Fund during September 2017.

9. The Surechoice assets and, in particular, the debtor’s book of Surechoice were provided as security for the loan facility in favour of Ecsponent Limited to repay Scipion.

10. The company Ecsponent limited makes no mention of the loan facility in the financial statements (for the period ended 30 June 2019) of the advance of monies to be made by Ecsponent Limited to Surechoice and the security to be provided to Scipion.

11. The Surechoice debtors book been pledged as security for the obligations of Surechoice to repay monies advanced to it by Ecsponent Limited

12. George Manyere – MKMK Botswana sells the pledged as security loan book to GetBucks Botswana.

13. Tailored Investment enters and pays for the following ordinary shares in Mybucks

14. MHMK Group then settled in exchange for an issuance of 1 953 874 MyBucks shares ordinary shares in MyBucks and resulted in Surechoice being left as a shell company, denuded of all assets.

15. MHMK Group effectively acquired the Tailored Claim against Ecsponent valued at ZAR215 million for a purchase consideration price of ZAR39 million, which consideration paid with MyBucks shares that had been pilfered from Surechoice by MHMK Group.

29/06/2018 Ecsponent Treasury Services (Registration Number 2015/430 938) Registered 08th December 2015. A private company duly registered and incorporated under the laws of South Africa, a wholly owned (100%) subsidiary of Ecsponent Limited entered into an acquisition agreement to acquire 100% issued ordinary shares of Pink Orchid Limited Pink Orchid Limited an investment holding company yet to be incorporated***, from Purple Orchid Limited (Registration Number BW00001064715), incorporated in Republic of Botswana a wholly owned 100% subsidiary of Ecsponent Capital (RF) (Registration number: 2009/015563) Registered on the 25th April 2014, formerly Escalator Capital (RF) Limited a public company. Escalator Capital (Rf) is controlled by Escalator Mauritius; a related party, for a total consideration of R280 million which consideration will be set-off against a loan liability due by Escponent Capital (RF) to Ecsponent Treasury Services

Pink Orchid Limited an investment holding company (Registration Number*** not available due to registration processes and has been deregistered***)

Pink Orchid will be an investment holding company, holding the following material investments through its Botswana based, wholly-owned (100%) subsidiary, Fodnort Proprietary Limited:

NOTES: Zahra Equity Ventures Proprietary Limited Registration Number (BW00000436 720) Registered on the 14th of August 2019, previously Fodnort Proprietary Limited, registration date 17th of February 2018.

51% of the issued ordinary share capital of Energy Systems Group Proprietary Limited,

In addition to the above investments, Pink Orchid has certain net loan payables expected to equal R478 million.*** starts off with debt to acquire the assets, makes sense, they, treasury acquires but who will Pink pay back***

Conditions Subsequent giving effect to the Pink Orchid Acquisition agreement is the approval by the South African Reserve Bank, to the extent necessary;

Pink Orchid having delivered to Ecsponent Treasury Services the share certificates in respect of the Acquisition Shares, accompanied by share transfer forms currently dated and executed in blank by the registered holder thereof, so as to enable the Acquisition

Pink Orchid is not yet incorporated and accordingly has no profits or losses, assets or liabilities.

28/08/2018 Shareholders were also advised that a circular, containing details of the Transactions, would be distributed to shareholders in due course - There has been a delay!

26/09/2018 Ecsponent Treasury Services Proprietary Limited acquisition agreement to acquire 100% of the issued ordinary shares of Pink Orchid Limited, for a total consideration of R280 million. Ecsponent will proceed with the Pink Orchid Acquisition in the first instance and expects to distribute a circular to shareholders in due course on or about 15 October 2018.

Parties have agreed to reduce the purchase consideration to R200 million (Phase 1)

Long term financial receivables equal to R132 million, and short-term receivables equal to R33 million; and

Long term financial payables equal to R87 million, and short-term payables equal to R635 million

Pink Orchid will endeavour, subsequent to the Pink Orchid Acquisition by Ecsponent Treasury Services, to acquire the assets (Phase 2) for a further purchase consideration of R80 million;

100% of the issued ordinary share capital of Invest Solar - initially dilute to 75% of the Invest Solar assets within Ecsponent Limited

It is no longer the intention for Pink Orchid to acquire a 51% shareholding in Energy Systems

31/08/2018: Update on the Pink Orchid Acquisition (Phase 1) Assets and Liabilities will reduce from:

23/11/2018 Pink Orchid Acquisition has been further deferred as a result of a delay in obtaining certain outstanding regulatory approvals.

26/11/2018 Pink Orchid Acquisition has been further deferred as a result of a delay in obtaining certain outstanding regulatory approvals

21/12/2018 Pink Orchid Acquisition has been further deferred as a result of a delay containing a notice of a general meeting to approve the Acquisition.

23/01/2019 Results of the General Meeting- the proposed acquisition of 100% equity in Pink Orchid, incorporated in Republic of Botswana investment holding company, was approved by the requisite majority of votes. Pink Orchid is being acquired for a total consideration of R185 million.

26/03/2019 Acquisition of Pink Orchid Shareholders approved in the general meeting held on 22 January 2019 the acquisition of Pink Orchid Proprietary Limited a company incorporated in Mauritius for R185 million. The transaction resulted in Ecsponent Limited obtaining: *** from the 23/01/2019 we travel to Mauritius from Botswana***

AQUIRED a debt of R635 to R614 million in short-term and Long term payables; and

Long term financial receivables equal to R132 million, and short-term receivables equal to R33 million; and

29/06/2018 At 31 March 2018, the group held 12.1% in the Frankfurt listed MyBucks SA. Ecsponent Limited acquires an additional 16.227% -1 953 874 MyBucks shares shares in Mybucks SA for a consideration of R503.3 million which will result in Escponent holding 39.885% in Mybucks Shares – Ecsponent Annual Financial Statement 2018.*** did they buy this from Pink Orchid or directly from Mybucks?***

PINK ORCHID: Pink Orchid Limited (registration number C159597), Shelf Company registered and incorporated under the laws of the Republic of Mauritius registered on the 08th October 2018 and which is currently a wholly-owned Subsidiary of Ecsponent Treasury Services; Ecsponent Treasury Services acquires 100% of the ordinary shares in Pink Orchid for a total purchase consideration of R185 million as per Sens and Circulars-*** number belongs to ECS Mauritius Private Equity Limited

*** Directors: George Manyere, Teretius De Kock- Woocheet Deevesh Sharma- Mautitian Based Search Entity***

Notes: (Phase 1) 34.89% of Getbucks Zimbabwe Limited gets acquired by Pink Orchid, yet Ecsponent Limited acquires this through the transaction.

26/03/2019 Acquisition of a further 1 953 874 MyBucks shares increasing its holding to 39.7% of MyBucks; MyBucks SA and Ecsponent Limited concluded an agreement in March 2019 enabling it to take a controlling interest in the Frankfurt-listed fintech company. Ecsponent Limited increasing the shareholding to 39.7%, at an average price of EUR2.89 per share.

1. Tailored Investments Limited loans to Projects (2015/12033) who is (100%) owned by Capital (RF) 2009/015563 an amount of R232.5 million for the Mybucks shares

2. Projects loans the capital or sells the shares in Mybucks to Bluthorn Holdings Proprietary Limited (Registration Number BW00001483413) an amount of R232.5 million – Both (RF) and Bluthorn have the same director Eune Engelbrecht.

3. Pink Orchid yet to be incorporated from Purple Orchid Limited a wholly owned 100% subsidiary of Ecsponent Capital (RF) (2009/015563)

4. Ecsponent Treasury Services (2015/430 938), a wholly owned (100%) subsidiary of the Ecsponent Limited (1998/013 215), will acquire 100% of the ordinary shares in Pink Orchid, for a total purchase consideration of R185 million.

5. Pink Orchid we cannot claim to be in Mauritius or Botswana as per sens 23/01/2019 Results of the General Meeting - Botswana investment holding company

6. Pink Orchid we cannot claim to be in Mauritius or Botswana as per sens 26/03/2019 Pink Orchid Proprietary Limited a company incorporated in Mauritius for R185 million.

8. Pink Orchid will take over the debt held by Bluthorn and be indebted to Treasury for the balance outstanding.

9. Ecsponent Limited then buys from Ecsponent Treasury the shares in Pink Orchid.

10. Pink Orchid does not own the investment Zahra the 100% owned subsidiary of Pink Orchid will hold the material investments.

Between June 2018 and 13 November 2018, a transaction was concluded between Tailored Investments Limited (registered in Mauritius with registration number C36357/C2/GBL) and Pink Orchid Limited (registered in Mauritius with registration number 159597), in terms of which Pink Orchid Limited purchased 1 900 000 shares in MyBucks at EUR 8 per share, totalling a purchase consideration of EUR 15.2 million R257 million- Payment for the MyBucks shares would be made on deferred terms.

*** There is no registration of a Pink Orchid in Mauritius under this registration number, also the deal was only concluded 23/01/2019 after the results of the General Meeting

***Ecsponent Limited purchased Pink Orchid Limited from Purple Orchid Limited (wholly owned by MHMK Capital Private Limited, which in turn was wholly-owned by MHMK Group).*** Circular notice 21/12/2019***

In terms of the Lock-Up Agreement, Projects may not dispose of, or enter into an agreement to dispose of, the shares in MyBucks without the prior written consent of Hauck & Aufhäuser Privatbankiers KGaA, up to 30 June 2017.

Following the MyBucks Acquisition, Ecsponent Limited Botswana will also become party to the Lock-Up Agreement and therefore Ecsponent limited Botswana will be subject to the same restrictions on the transfer or disposal of the shares in MyBucks.

Notes: Projects bought shares in Mybucks SA as they held the lock-up agreement using funds procured from Tailored Investments. They only paid R257 million. However on the 29/06/2018 Ecsponent Limited acquires an additional 16.227% -1 953 874 MyBucks for a consideration of R503.3 million which will result in Escponent holding 39.885% in Mybucks –

Ecsponent Annual Financial Statement 2018, did they buy this from Pink Orchid or directly from Mybucks?

Further investigations under questions as to how Purple Orchid Limited (wholly owned by MHMK Capital Private Limited, which in turn was wholly-owned by MHMK Group).

Ecsponent Limited through Ecsponent Treasury could not repay the debt, George Manyer then paid the debt in favour of obtaining ordinary shares in Escponent. Why did he not just take over the MyBucks Shares?

In a circular to shareholders issued pursuant to a SENS announcement, dated 20 March 2020, shareholders were informed that Ecsponent Limited and Ecsponent Mauritius had concluded a term sheet with MHMK Group, in terms of which MHMK Group would convert the debt it held in relation to the Tailored Claim into equity in the form of MyBucks shares. Thus, Ecsponent Limited would issue 8 808 624 705 Ecsponent Limited shares to MHMK Group at a subscription price of ZAR0.0245 per share, totalling a subscription consideration in the amount of ZAR215 811 305. It was reported that MHMK Group had acquired the aforesaid debt from Tailored Investments Limited

The aforesaid transaction was reported to shareholders of Ecsponent Limited in a circular dated 24 December 2018, an extract of which is attached.

In terms of the Pink Orchid Acquisition Agreement, Ecsponent Treasury Services, a wholly owned subsidiary of the Company, will acquire 100% of the ordinary shares in Pink Orchid, for a total purchase consideration of R185 million, from Purple Orchid, a wholly owned subsidiary in the Capital Group, which consideration will be fully set-off against the Capital Loan.

*** Confirms the Sens 29/06/2018***

“Capital and Capital Group” Ecsponent Capital (RF) Limited, (previously Bluthorn (RF) Limited) (registration number 2009/015563/06), a public company duly registered and incorporated under the laws of South Africa. Capital and its subsidiaries, including, inter alia, Purple Orchid and Projects is listed as Capital Group.

Purple Orchid investment Proprietary Limited (Registration Number BW0000106 4715), previously Ecsponent Projects Proprietary Limited registered on the 30th July 2015 as Ecsponent Projects Proprietary Limited (Registration number CO.2015/12033 incorporated in Republic of Botswana and a wholly owned (100%) Subsidiary of Ecsponent Capital (RF) Registration Number 2009/015563;

*** they deliberately leave out the 0 in 15563 to Confuse track and trace***

“Projects”Ecsponent Projects Proprietary Limited (registration number CO. 2015/12033), a private company duly registered and incorporated with limited liability in Botswana, and wholly owned by Ecsponent Capital (RF);

“Bluthorn (RF) Limited (registration number 2009/015563/06), formerly Escponent Capital (RF), previously Escalator (RF), previously Seriso 776, registered name change on the 30th of March 2017:– they incorporate a new subsidiary in Bluthorn (RF)

“BLUTHORN HOLDINGS PROPRIETARY LIMITED: Bluthorn Holdings Proprietary Limited (registration number CO.2014/3692), Registered on the 02 April 2014 and later re-registered on the 27th February 2020 (BW00001483413) a private company duly registered and incorporated under the laws of Botswana Directors: Eune Engelbrecht, previously Jeffrey Sibisibi

BLUTHORN CAPITAL A new shelf Company (Registration Number 2016/ 462 239) registered on the 08th of November 2016 to compliment the Bluthorns Holdings, registered by Eune Engelbrecht, Operating and incorporating the following entities included in the operations:

In a circular to shareholders issued pursuant to a SENS announcement, dated 20 March 2020, shareholders were informed that Ecsponent Limited and Ecsponent Mauritius had concluded a term sheet with MHMK Group, in terms of which MHMK Group would convert the debt it held in relation to the Tailored Claim into equity in the form of MyBucks shares. MHMK Group acquired the debt from Tailored Investments in exchange for 4 million MyBucks shares, which were valued (at the time) in the amount of ZAR39 million.

Ecsponent Limited would issue 8 808 624 705 Ecsponent Limited shares to MHMK Group at a subscription price of ZAR0.0245 per share, totalling a subscription consideration in the amount of ZAR215 811 305 ****

It is noted that Tailored Investments Limited discounted the amount that it was owed by Ecsponent Limited by approximately ZAR175 million.

SENS document 23rd January 2019 Background to the Pink Orchid Acquisition On 29 June 2018, Ecsponent announced the proposed acquisition of 100% equity in Pink Orchid, a Botswana- based investment holding company, holding various assets with profitable opportunities to extend its African and foreign currency investment portfolio (the "Pink Orchid Acquisition"). Pink Orchid is being acquired for a total consideration of R185 million. A portion of the GetBucks shares acquired by Pink Orchid have been purchased from MHMK Capital, Rockcastle and the Zahra Investment Trust, which are a Related Parties by virtue of their relationships with G Manyere.

*** Once again totally conflicting information concerning a R185 millon transaction****

Directors: Eune Engelbrecht, Anton Hay, Henry John Ansara , Edwin Peter Whittle, Jacobus Peppler and Tertius de Kock

ECS MAURITIUS : Ecsponent Mauritius Private Equity Limited (registration number C159597), a company duly registered on the 08th October 2018 and incorporated under the laws of the Republic of Mauritius and a wholly owned 100% subsidiary of Ecsponent Treasury Services; as listed in the Mybucks Financials of 2019