5 Companies for the price of R1.00 as dated in the Afristrat Circular dated 13th January 2021:
Disposal of 100% of Eswatini domiciled companies: The company Holdings Limited, The company Limited, Sanceda Collections, Ligagu Investments T/A –Getbucks Swaziland and the company Enterprise Development Proprietary Limited
Ecsponent Limited entered into an agreement with its major shareholder, Mr. G. Manyere, to dispose of its 100% shareholding on 31 March 2020 for a total consideration of R1.00.
There was no cogent explanation as to how selling all of ’s assets of whom George Manyere is a major shareholder with significant influence and control to George Manyere- or companies directly affiliated with him advantage anyone other than George Manyere. In accordance with Treasury Regulations, to have an investment policy which determines how its assets should be invested and protected. That policy must inform the relationship with any entity with which its funds are invested
Allegations of Misstatements- Company Related Acquisitions and Disposals” The following acquisitions/investments and disposals were concluded during the financial period 2020 Financials:
Section 162(5)(c)(iv) The director’s had, inter alia, allowed the company 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 distressed, strong on debt liability to investors.
There appears to have been some skimming-off to dubious destinations. It would be problematic to explain where some of the yields ended up . . . they were obviously paid out to one of the companies listed abroad or off shore, paid to off shore accounts and so, how is the company going to explain that?
An intriguing aspect about how decisions were made revolves around the role of the company boards, and in particular what influence ‘shadow directors’ had over decisions. It may be arguable that some of those responsible for the malfeasance are shadow directors. A ‘shadow director’ is someone who secretly influences and controls directors of a company. They lurk in the shadows and hide behind others.
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 the company 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 distressed, strong on debt liability, having catastrophic, devastating financial implications to investors
The directors been a party to an act or omission by despite knowing that the intention was calculated to defraud a creditor, employee or shareholder of the company, or had another fraudulent purpose. As a consequence of the nature of a company, being a lifeless corporate entity, human intervention is required to direct its actions and therefore determine its identity.
“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—
'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.
Ecsponent Limited entered into an agreement with its major shareholder, G, Manyere, to dispose of its 100% shareholding in Ecsponent Holdings Ltd (Eswatini), which held interests in Ecsponent Ltd (Eswatini) and Ecsponent Enterprise Development (Pty) Ltd (Eswatini). The investment was disposed on 31 March 2020 for a total consideration of R1.
Disposal of Ecsponent Business Credit The purchase consideration for the disposal of EBC was settled through other financial assets and therefore no cash flow movement occurred
Deferred tax asset R1 742 000.00
Trade and other receivables (R103 000.00)
Cash and cash equivalents R30 000.00
Loans and advances R22 766 000.00
Property, plant and equipment -
Other financial liabilities (R270 000.00)
Trade and other payables (R86 000.00)
Preference share
Lease liabilities
Deferred tax liability -
Current tax payable (R2 546 000.00)
Nett Assets Derecognised R21 533 000.00
Loss on Disposal (R7 533 000.00)
Consideration Receivable R14 000 000.00
Consideration Paid 0
Income R46 071 000.00
Liabilities R10 538 000.00
Let us evaluate the situation they have income of R46 071 000.00 and Liabilities’ of R10538 000.00 how do you calculate that the company is only valued at R14 000 000.00, no cash trades hands?
Fair value of the assets and liabilities disposed of are as follows
Disposal of Eswatini domiciled companies (“Eswatini”) The purchase consideration for the disposal of R1.00
Deferred tax asset R31 775 000.00
Trade and other receivables R48 161 000.00
Cash and cash equivalents R4 307 000.00
Loans and advances R262 508 000.00
Property, plant and equipment R772 000.00
Other financial liabilities (R1 038 000.00)
Trade and other payables (R954 000.00)
Preference share (R319 863 000.00)
Lease liabilities (R531 000.00)
Deferred tax liability (R3 192 000.00)
Current tax payable (R21 943 000.00)
Nett Assets Derecognised
Loss on Disposal
Consideration Receivable
Consideration Paid
Income R347 523 000.00
Liabilities R325 578 000.00
Let us evaluate the situation they have income of R347 523000.00 and Liabilities’ of R325 578 000.00 how do you calculate that the company is only valued at R1.00, no cash trades hands?
Investors verily believe that the above transactions and the transactions listed below were a clear example of both reckless trading, misstatements and very possible falling under the bracket of “Tax Fraud”, with reference to “Preference Share Liability” Page 78, the value is not as reflected (R319 863 000.00) the value here is only (R283 127 000.00) a difference of R36 736 000.00, Who is going to benefit from this very creative accounting skills or are they just once again an error in calculations?
LIGAGU INVESTMENTS (PTY) LIMITED- T/A GETBUCKS SWAZILAND 51% owned by Ecsponent Limited: 05th of July 2016 Shareholders are advised that Ecsponent Limited has entered into an agreement with Virtual Shared Services Proprietary Limited (“VSS”) for the disposal of its entire 51% interest in Ligagu Investment Proprietary Limited, trading as GetBucks Swaziland to VSS for a total consideration of R16 million, to be settled in cash in twelve equal instalments, with the first instalment due on 31 July 2016. “Ligagu Investment T/A Getbucks Swaziland” BALANCE SHEETS 51% - 2014 – 2017, then removed- 29/07/2017
How did Ecsponent Limited acquire this company?
INTERGRATED ANNUAL REPORT 2015: The group acquired a 51% stake in Ligagu Investments (Pty) Ltd trading as Getbucks Swaziland (“Getbucks Swaziland”) effective on 1 April 2014 for R241 210.
2014 Loss of (R168 830.00) Assets R3 162 902.00 Liabilities R3 331 632.00
2015 Profit reflected R1 142 274
2017 Profit reflected R1 568 588
SENS 24/03/2017: Consequent to the strategy deployed in South Africa the Group has disposed of its interests in the strategic alliance with GetBucks, Ligagu Investments (Pty) Ltd. Disposal of 51% of Ligagu Investments (Pty) Ltd Swaziland. The investment was effectively sold on 30 June 2016 for a total consideration of R16 million
Subsidiary removed after 2017 balance sheet.
Why would Afristrat list this sale to George Manyere, on notice of the 13/12/2021 if the company did not belong to Aftristat, what relevance would this have to shareholders.
“ECSPONENT SWAZILAND” Ecsponent Limited, formerly Escalator Capital Limited (Registration number R7/38733), a newly formed company incorporated on 16 July 2013, in which ECSPONENT owns 84.71% pursuant to a subscription for new shares for a consideration of R1 000, with effect from 1 January 2014; Ecsponent Swaziland hold a 51% interest in Getbucks Swaziland
2014 Profit R 604 000.00
2015 Losses (R8 853 000.00)
2017 Profit R1 299 603.00
2018 Profit R477 693.00
2019 Profit R349 490.00
2020 Profit R 842 843
Why would Afristrat list this sale to George Manyere, as per notice of the 13/12/2021. On the face of it, this company has shown exceptional growth, with this type of income why would Afristrat sell this company for R1.00 to the Major Shareholder George Manyere?
“SANCEDA SWAZILAND” Sanceda Collections Services Swaziland (Registration Number R7/369 46 a private company duly registered and incorporated under the laws of the Republic of Swaziland, a subsidiary of Ecsponent Holdings Proprietary Limited;
The Group registered a new wholly owned subsidiary, Sanceda Collection Services (Pty) Ltd A Shelf company acquired on 31 July 2014- K2011125932 (SA) a file in the shelf that changes names to ESCALATOR CAPITAL: 03rd December 2013, to become Sanceda Collection Services Proprietary Limited a wholly owned subsidiary of Ecsponent Limited.
This company with no assets, no staff no liabilities, only a shelf on a company then acquires Sanceda Collections going concern, including the assets and liabilities related to the going concern. The acquisition of the business and assets of Sanceda Collections for a purchase consideration of R7 000 000, payable in cash.
The business was started as Kwando Collections (Pty) the founder sold the shares to the Holdem Legacy Trust for a purchase consideration of R450 000. Ecsponent Limited acquires it for R7 Million, this company also has Liabilities of (R6 514 438)
2014 Losses (R871 841) Page 56 of the Integrated Financial Reporting 2014.
Revenue of R7 165 591 for the period ended 31 December 2014 and a profit of R2 494 416 of Sanceda has been included in the Group’s results since the date of acquisition a contradiction to the Financials Page 144 of the Integrated Financial Reporting 2014.
2015 Losses (R317 467.00) 2017 Losses (R2 642 380) – Company should have been Liquidated Subsidiary that was removed after 2017 Balance Sheet
As a debt stressed company not in liquidation, the question has been raised if George Manyere bought this company as a “Tax Deductible” company, using the debt to claim taxes after he bought it for R1.00 did he take the debt over and will pay back investors?
'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.