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Allegations Reckless Trading
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 destressed, strong on debt liability, having catastrophic, devestating 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.
SURECHOICE:
The acquisition of a 100% interest in Ecsponent Botswana in terms of an agreement dated 5 March 2014 between Ecsponent Limited and Escalator Mauritius for the acquisition of 100% of the issued share capital and loan accounts in Ecsponent Botswana Limited for a purchase consideration of R5 million, New (Registration Number 2010/7658) Incorporated in Botswana, holding 50% of Surechoice – 31 July 2014
SENS 24/03/2017 : Total other financial assets increased by 86.8% compared to the comparative period. Provided below is the detail regarding the Group’s other financial assets:
Surechoice (Pty) Ltd asset valued at R76 438 000.00, reclassified to ‘Non-current assets held for sale’ as they form part of the identified disposal groups as described above. The disposal of the Company’s 50% interest in Sure Choice Proprietary Limited to GetBucks Limited for a sale consideration of P10 000 000.
The commercial suicide by selling assets worth R76.4 Million for R10 Million, if this is not reckless trading we need to question what is. Balance Sheet 2017 Assets held for sale Sure Choice (Pty) Ltd R111 707 722, page 113 Note 28.
SENS 29/06/2017: Merger Notice 27/2017 Gaborone 29 June 2017 Granted by the Competitions Commission Authority of Botswana, approving the Surechoice disposal. Although not a condition precedent to the conclusion of the Agreement, the transaction had not been approved by NBFIRA. The NBIFRA had blocked the original purchase of shares from Ecsponent Limited, this is the last time Surechoice is mentioned in the Sens Documents.
George Manyere was a director on the board of both MyBucks and Ecsponent Botswana and on the 22/03/2017, George Manyere has been appointed to the Board as non-executive vice chairman of Ecsponent Limited.
22/12/ 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 – 6 months after GetBucks had bought Surechoice and its assets worth R76Million for R10million.
Scipion Active Trading Fund debt and liabilities to the value of R138 384 000 as confirmed by Sens 18/09/2017 - USD 10 million term loan facility that bears interest at 10% Ecsponent Limited procured from Scipion Active Trading Fund funding to Ecsponent Botswana Limited and Ecsponent Holdings Limited in Zambia, secured by a payment guarantee by Ecsponent Limited;
Escponent Limited provided the Surechoice assets and, in particular, the debtor’s book of Surechoice as security for the loan facility.
GetBucks Botswana proceeded to purchase the remaining 50% shares in Surechoice from Capital Alliance (Pty) Ltd for BWP4.5 million and Priscilla Raffa for BWP4.5
Merger Notice 25/2018: It appears that GetBucks Botswana never took possession of these shares as the shares purchased from Ecsponent Botswana and the other shareholders of Surechoice these shares were subsequently ceded to MHMK Botswana as per the Merger Notice:
The proposed transaction come about after GetBucks Limitied in Botswana had previously applied to acquire shares in Surechoice (pty) Limited: which it has now ceded their rights to MHMK.
GetBucks Botswana purchased the shares for a total purchase consideration of BWP19 million and MHMK Botswana took cession of the same shares for a purchase consideration of USD 1.
GetBucks Botswana never paid Ecsponent Botswana or Capital Alliance for these shares.
The Surechoice debtors book had been pledged as security for the obligations to Ecsponent Limited. MHMK takes over the pledged debt book, with or without the knowledge of Ecsponent Limited. The transaction claims the MHMK Group under the directorship of George Manyere concludes the transaction by means of no cash, but in exchange ordinary shares in MyBucks.
The result is that Surechoice being left as a shell company, denuded of all assets. With the debt to conversion of Mybucks, the no returnable value of the shares within Mybucks Surechoice will not be able to service its monthly interest obligations to Ecsponent Limited, let alone pay back the capital that is due in terms of the loan facility that was concluded.
As result of Surechoice defaulting on its obligations in terms of the loan facility, Ecsponent Limited has also defaulted on the Scipion facility and thereby exposed the group. With MHMK now in possession the pledged debt book of Surechoice, Ecsponent Limited now had to “vloek and soek” to a perfection of the security for said facility.
Ecsponent Limited then puts up security all the MyBucks shares held by the Ecsponent Limited, worthless shares.
The result is the further generation of debt placed on Escponent Limited.
Investors are of the opinion that the above consitues reckless trading of note as either the assets were inflated, accounting errors, or just plain creative accounting. The whole introduction of the Mybucks shares were orchestrated by none other than George Manyere.