Mergers, Acquisitions and Financial Results

Stakeholders in the controversial purchase of a chunk of Telkom shares have instructed lawyers to unmask secret shareholders and investigate if anyone who scored from the R9-billion deal has cashed in their shares.When it was announced, the Elephant empowerment consortium's purchase sparked an outcry.

This was because key consortium players Smuts Ngonyama, ANC head of the presidency, and Andile Ngcaba, the government's former telecommunications director general, asked the Public Investment Corporation (PIC) to warehouse the shares until they had raised the money to buy 15.1% of the parastatal from US-based group Thintana.

Law firm Modise Routledge Moss Morris has been instructed by some members of the Elephant consortium to conduct an assessment of the shares and shareholders, mainly held via trusts registered with the Master of the High Court in Pretoria.

The move has been sparked by a fear among some stakeholders that other members of the Elephant consortium have ceded a portion of the group's Telkom shares to raise cash.

The concerned stakeholders claim the right to know who their fellow beneficiaries are, and believe they have pre-emptive rights on any shares sold. The consortium's stake in Telkom is split three ways between the Ngcaba-led Lion group; women's empowerment group Wiphold's Leopard, headed by Gloria Serobe; and a third, broad-based empowerment group, managed by the PIC.

Other than Ngcaba, the stakeholders in the Lion group are not known.

The information sought via the law firm includes:

• Names of all the beneficiaries represented by the trusts;

• Whether anyone has ceded or disposed of their shares; and

• The current status of the entire empowerment deal.

Wiphold recently resigned as administrator of the Leopard group, shortly after some beneficiaries demanded information on mystery stakeholders within the group.

By law, trusts are required to have an administrator -- and the position has been vacant for about five months.

Besides Wiphold, other stakeholders in the Leopard group include US businessman Jim Myers, local businessmen Dali Mpofu and Barend Hendricks, former government adviser Rafique Bagus, Ngonyama and Blue Label Investments.

Hendricks refused to comment, but said a meeting of stakeholders had been scheduled to "resolve" issues.

The Leopard shareholders also include two companies, previously registered as Clidet 531 and Clidet 532. It is understood that Ngonyama has an estimated 18% stake in the Leopard group via one of the Clidet companies -- his reward for having facilitated the entire deal.

The names of the other Clidet shareholders will be investigated by the lawyers.

Clidet 531 and Clidet 532 have since changed names and the sole director of both companies is Alan Norman -- a former banker with Absa bank, one of the funders of the Telkom deal.

On Friday, Norman said he had no dealings with the Elephant consortium and said he was only ever involved in the deal as an employee of the bank.

Although he is no longer in the employ of the bank it has been established that he has been attending meetings of the Elephant consortium for several months.

His presence at one of these meetings prompted stakeholders to ask who he represented and how he had switched from being a banker to a stakeholder representative. It is understood Norman refused to reveal who he represented.

On Friday, Serobe refused to answer questions about Norman's involvement in the deal.

She said: "I'm not keen to talk to you over the phone ... you would not call Johann Rupert and ask him about shareholders in Rembrandt in this fashion. Phone GT Ferreira today and ask him for the shareholders of FirstRand. It is rude and so impolite."

Ngonyama, when asked if he had sold any of his Telkom shares, said: "I am due to be compensated ... and very soon I'll be in a position to know what flows to me. But as of now I'm not a beneficiary." He declined to comment on developments within the Elephant consortium.

Ngonyama denied the transaction was an empowerment deal -- despite Telkom claiming it as such.

When Ngcaba was asked if he had ceded any Telkom shares he is managing, he said: "I am out of the office; I am actually out of town. I don't know what you are talking about."

When Business Times first broke the story of the Telkom empowerment deal in October 2004, Ngcaba denied any knowledge of the expected sale of Thintana's shares.

The sale of 15.1% of Telkom's shares stirred controversy and allegations of enrichment of a few ANC-connected individuals.

The Congress of South African Trade Unions criticised it as "empowerment of the worst kind".

Sunday Times