Mining firm is hijacked

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The_Pumpkin_King

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Johannesburg – The fraud and corruption that shook the Companies and Intellectual Property Registration Office (Cipro) for much of the last two years appear to be far from over as another multi-billion rand company “hijacking” has emerged.

Mining house Kalahari Resources chairperson Daphne Mashile-Nkosi found out on Wednesday that she, together with her fellow director and brother, have “been removed” as directors of the company.

“We have been unlawfully replaced as directors by eight people we have never even met,” Mashile-Nkosi told Fin24.com on Wednesday.

According to Cipro records obtained by Fin24.com, eight people – led by Sandi Majali – are now directors of Kalahari Resources.

Majali’s legal representatives alerted Mashile-Nkosi to the alleged fraud when they wrote to Kalahari demanding access to its financial records last week.

Kalahari Resources owns 40% of Kgalagadi Manganese, the mining house currently developing an R11bn manganese mine and sinter plant in the Northern Cape, as well as the manganese smelter at Coega in Port Elizabeth.

The Industrial Development Corporation (IDC) owns 10% of Kgalagadi Manganese while the international arm of ArcelorMittal SA [JSE:ACL] owns the remaining half, having paid $433m (R3.1bn) for the stake in June 2008.

Majali is the businessman who diverted R11m to the ANC’s election coffers in 2003 through “empowerment” company Imvume Resources in what became the Oilgate scandal. He recently received a R15m advance on an oil import contract by PetroSA.

Shareholder documents seen by Fin24.com show Majali’s Siyanda Mining Corp is an 8.3% shareholder in Kalahari Resources and that it has no board representation.

As Fin24.com spoke to Mashile-Nkosi at her Kalahari’s Sandton offices, a team of lawyers were receiving instructions to file an urgent application at the High Court to relieve the company of its new directors.

“We are laying charges of fraud against all of them and we want to know who appointed them to the board,” said Mashile-Nkosi. A prepared statement was on Wednesday delivered to the Sandton police station by Kalahari legal representatives Edward Nathan Sonnenbergs.

“We have no business dealings with the seven other people that are now apparently directors of Kalahari Recources. We don’t even know them,” said Mashile-Nkosi.

The new Cipro documents show Majali and his new “colleagues” all share an address on Louis Botha Avenue in the north of Johannesburg.

The youngest “director” is a 19-year old female carrying the Nkosi name.

The hijacking attempt is not going to delay the R3.6bn sinter plant, which is already under construction in Kuruman in the Northern Cape, said Mashile-Nkosi.

The start later this year of the smelter construction at Coega will also not be affected. It is scheduled to be commissioned in 2012. Kalahari expects the construction of the twin shaft mine, which has already started, to proceed smoothly.

“Only a 40% shareholder of Kgalagadi Manganese has been hijacked here. The company itself continues to operate,” said Mashile-Nkosi.

She vowed to fight off the attempt. “I have worked hard for this company, building it from scratch before the major partners came in. Not even the personal tragedy of the loss of my husband could stop me from building this dream.”

- Fin24.com

http://www.fin24.com/Business/Outcry-as-mining-firm-is-hijacked-20100909
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:wtf::wtf:
 
Surely this one is not too hard to prove .. one needs to sign documents to be instated - and removed - as a director and/or shareholder.
 
Now Majali's lawyer is claiming that this "hijack" is legal: http://www.miningmx.com/news/markets/Kalahari-coup-legal-says-Majali-lawyer.htm

Miningmx said:
A LAWYER for Sandile Majali confirmed the businessman was a director of Kalahari Resources despite claims by the company founder that his position was gained fraudulently.

“My client (Majali) is certainly a director of Kalahari Resources,” Philip Webster of Webster Legal told Miningmx on Thursday. “I am indeed speaking on his behalf and handling the Kalahari matter.” Webster Legal acted as Majali’s representatives in extensive correspondence seen by Miningmx.
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Spin, spin, spin the banana republic...
 
What rubbish is this?!

I repeat, there must be paper proof that the previous directors resigned. Where is it? Were their signatures forged?

And what hogwash is this:

According to Cipro records obtained by Fin24.com, eight people – led by Sandi Majali – are now directors of Kalahari Resources.
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CIPRO records will show if you are a director or not. Nothing more ... how in heck will CIPRO records show that one director "led" the group. Stop talking nonsense!!!
 
Archer said:
Well of course his lawyer would say that, he'd be the worst lawyer ever if he came out and admitted that his client was wrong and doing illegal things. Has very little to do with the so called banana republic.
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Absolutely agree with you. This is shocking, worrying and I highly suspect its fraud. Been closely involved in manganese deals since 2000 and always known Daphne Nkosi as the main founders. Interestingly we been doing due diligence work for them and I now wonder whose gonna pay us. Better we submit our invoice now LOL.
 
blunomore said:
What rubbish is this?!

I repeat, there must be paper proof that the previous directors resigned. Where is it? Were their signatures forged?

And what hogwash is this:



CIPRO records will show if you are a director or not. Nothing more ... how in heck will CIPRO records show that one director "led" the group. Stop talking nonsense!!!
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It depends on the shareholder's agreement and articles etc. There will be a paper trail of course, however a director can be removed by majority vote, and that then depends on voting rights of shareholders and directors. There would however had to have been a board meeting for this to take place, initiated by any board member, notifications sent out to all board members in correct terms of their shareholders agreement by the company secretary and chaired by a designated chairperson. There is most certainly a paper-trail for this - they cannot just be removed as a director without consultation.

Unless of course Majali has bought out the shareholder in Kgalagadi Manganese and become the majority shareholder in that company. In which case he still cannot just appoint new board members without a resolution being passed.

You're right in that it does not add up at all. However this could just be another case of piss-poor corporate governance which is being taken advantage of...
 
The_Assimilator said:
I was referring to the fact that Cipro is so corrupt that you can literally steal someone else's company from them. Does that sort of thing happen in first-world countries? Nope!
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Not to defend Cipro here because they're not worthy of it, however it's not necessarily Cipro's balls-up. Poor corporate governance (which has led to CCs being eradicated) could also lead to this. A poorly drafted shareholders agreement could allow for a takeover under certain circumstances, however I cannot see a company like this allowing such loopholes in the first place.

Of course the documentation could have been forged in which case Cipro are pretty damn poor in picking up and resolving that kind of thing. I've encountered this once before with a previous shareholder who tried to make amendments to our shareholders agreement after being given the boot. Took a year to rectify with Cipro.

I'd wait to hear the outcome of this before jumping down Cipro's throat though - for all we know Majali has purchased a majority stake in a company who have board representation in Kalahari House. He might not have followed due diligence (which could be his argument) although it does still constitute fraud if he attempted to remove board members in this fashion afaik...
 
The_Assimilator said:
I was referring to the fact that Cipro is so corrupt that you can literally steal someone else's company from them. Does that sort of thing happen in first-world countries? Nope!
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Do we even know that CIPRO is at fault here? Nope. The required documents may have been forged, or CIPRO could be at fault, or 100 other things. And yes, companies can get stolen in other countries against the owners will, its called a hostile takeover.

Seriously people, this is the current affairs section, not the ou tannie gossip section.
 
Archer said:
And yes, companies can get stolen in other countries against the owners will, its called a hostile takeover.
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Well that's a bit of an oversimplification of what a hostile takeover is, but yes, this is certainly not unique to SA. This doesn't scream "hostile takeover" though. This screams more like a fraudulent reverse M&A deal...
 
DJ... said:
It depends on the shareholder's agreement and articles etc. There will be a paper trail of course, however a director can be removed by majority vote, and that then depends on voting rights of shareholders and directors. There would however had to have been a board meeting for this to take place, initiated by any board member, notifications sent out to all board members in correct terms of their shareholders agreement by the company secretary and chaired by a designated chairperson. There is most certainly a paper-trail for this - they cannot just be removed as a director without consultation.

Unless of course Majali has bought out the shareholder in Kgalagadi Manganese and become the majority shareholder in that company. In which case he still cannot just appoint new board members without a resolution being passed.

You're right in that it does not add up at all. However this could just be another case of piss-poor corporate governance which is being taken advantage of...
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please read it carefullly before you make any comment.

Mining house Kalahari Resources chairperson Daphne Mashile-Nkosi found out on Wednesday that she, together with her fellow director and brother, have “been removed” as directors of the company.

“We have been unlawfully replaced as directors by eight people we have never even met,” Mashile-Nkosi told Fin24.com on Wednesday.
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/fail
 
DreamKing said:
please read it carefullly before you make any comment.
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Stop trying to involve yourself in things clearly above your intellect level. It's all hearsay for now and one doesn't have to meet an individual for them to replace you as a director. Moreso, I clearly stated that this is not above board based on what's been reported and went on to state the process for a director to be removed, which quite clearly wasn't followed. Your inability to extrapolate information from inferences reaffirms my decision to keep you on ignore...
 
Archer said:
Do we even know that CIPRO is at fault here? Nope. The required documents may have been forged, or CIPRO could be at fault, or 100 other things. And yes, companies can get stolen in other countries against the owners will, its called a hostile takeover.

Seriously people, this is the current affairs section, not the ou tannie gossip section.
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http://en.wikipedia.org/wiki/Takeover


Hostile takeovers

A hostile takeover allows a suitor to a target company's management unwilling to agree to a merger or takeover. A takeover is considered "hostile" if the target company's board rejects the offer, but the bidder continues to pursue it, or the bidder makes the offer without informing the target company's board beforehand.

A hostile takeover can be conducted in several ways. A tender offer can be made where the acquiring company makes a public offer at a fixed price above the current market price. Tender offers in the United States are regulated by the Williams Act. An acquiring company can also engage in a proxy fight, whereby it tries to persuade enough shareholders, usually a simple majority, to replace the management with a new one which will approve the takeover. Another method involves quietly purchasing enough stock on the open market, known as a creeping tender offer, to effect a change in management. In all of these ways, management resists the acquisition but it is carried out anyway.

The main consequence of a bid being considered hostile is practical rather than legal. If the board of the target cooperates, the bidder can conduct extensive due diligence into the affairs of the target company. It can find out exactly what it is taking on before it makes a commitment. But a hostile bidder knows only publicly-available information about the target, and so takes a greater risk. Also, banks are less willing to back hostile bids with the loans that are usually needed to finance the takeover. However, some investors may proceed with hostile takeovers because they are aware of mismanagement by the board and are trying to force the issue into public and potentially legal scrutiny (this happened during the Crazy Eddie collapse)
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stolen != hostile takeover ;)
 
DJ... said:
Stop trying to involve yourself in things clearly above your intellect level. It's all hearsay for now and one doesn't have to meet an individual for them to replace you as a director. Moreso, I clearly stated that this is not above board based on what's been reported and went on to state the process for a director to be removed, which quite clearly wasn't followed. Your inability to extrapolate information from inferences reaffirms my decision to keep you on ignore...
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you are completely fail.....

please study more before you make any comment.
 
I'm noticing Acelor Mittal as the common thread in the recent mining related scandals. Someone in their Corporate Affairs unit is running a scam IMO. I cant be a coincidence, can it?
 
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