Rocky waves at Molapo Crossing
TSHIRELETSO MOTLOGELWA
Staff Writer
| Friday February 22, 2008 00:00
Shareholders in Busy Five, the company that owns the mall, are at loggerheads over the running of the company.
At the heart of the wrangle is Ronald Noble Marsh, a citizen investor who accuses some of his fellow shareholders of banding together to fraudulently take shares from him and wrestle away control of the company.
He furthermore accuses them of depriving him of use of a piece of land adjacent to the complex, which he believes he is entitled to.
The current shareholders of the company include Luc Hubert Paul Bertha Vandecasteele (31.77), Koenraad Alfons Francine De Ruyck (18.47), Johannes Andreas De Wet (18.43), Paul Whitehead (5.13), Abdool Rahim Khan (2.57) and Minister Charles Tibone (10).
This is according to the share register developed by Deloitte and Touche in 2005. Marsh says he originally owned 60percent of the shares, but now that figure has whittled away to just 13.63 percent.
Marsh founded Hi-Tek Investments in 1993. In 1999 Hi-Tek investment was allocated plot 33695 Gaborone West, where Molapo Crossing is located. A number of shareholders joined the company. Marsh says the idea behind accepting these new shareholders was so they could help source funds to develop the plot.
Marsh owned 59 per cent, his wife, Brenda Joy, one per cent, Vandacasteele, 28, De Wet, six and De Ruyck the remaining six per cent.
It was agreed that another company should be formed to take over from Hi-Tek Investment.
However, the transfer of the plot met with resistance from the Attorney General's Chambers. In an affidavit signed by a former government officer, Hendrick Banda: 'At one point Ron Marsh approached the department in the company of Vandecasteele to find out the possibilities of a joint development notably to transfer ownership of the land to Busy Five Enterprises (Pty) Ltd.
'I took up the matter with the Attorney General's Chambers, where one of the officers directed that a Motswana should hold majority shares in Busy Five and the shareholding should reflect this as it was agreed that Hi-Tek shareholders agreement be exactly the same, word for word'.
According to the affidavit, the Ministry of Lands and Housing had refused to transfer the land without any developments so developments had to be done by Hi-Tek. Other shareholders were accepted by Marsh to help with the development, says Marsh.
Marsh says 'the stipulation that the majority of the shareholding should remain citizen-held was broken by his fellow shareholders who continue to steal more shares from him'.
In one instance, Marsh points out, some 20 shares were transferred from him to Philippus Rudolph De Wet without his consent.
Records of a board meeting indicate that Marsh, Vandecasteele, De Ruyck and De Wet met on the 8 June 1999 to discuss the matter.
'The meeting resolved that the following share transfer be approved by the board' reveal, the minutes. However, the minutes are signed by three other members of the board without Marsh.
He says the absence of his signature indicates that he did not approve the share transfer.
An inventory of dealings by the shareholders done by the business management experts, Deloitte and Touche, at the request of Marsh, indicates that some actions done by shareholders may have been questionable.
A number of irregularities were found especially concerning the transfer of shares. In many cases, there were no transfer forms to show some transfers. Allotment of shares was sometimes done without the necessary documentation and processing.
'On 17 August 1999, a further allotment of 2,900 ordinary shares was made bringing the issued share capital to 3,000 ordinary shares of P1.00 each - P3000.
'There was no shareholders meeting authorising the allotment of the 2,900 new ordinary shares. Unless the unissued share capital is specifically placed in the hands of the directors by shareholders, which directive normally expires on a yearly basis, the normal procedure of the issue of new shares is the passing of an 'ordinary resolution' of shareholders at a meeting announced 14 days beforehand. Thereafter, the directors can proceed with the allotment of new shares. There is no evidence that this procedure was followed,' outlines Deloitte and Touche.
Further, the investigators found that in some cases, there was a dearth of proper file keeping. For example, the register of shareholders was found to be out of order. 'The original register of shareholdings has been cancelled and rewritten because, sequencing was incorrect, not all entries were data-referenced and it was devoid in some cases of share certificate numbers'.
Marsh says that the fact that he was ultimately removed from the board of directors in 2004 shows how the shareholders, mostly foreign citizens, intended to take control of the company.
Vandecasteele, the chairman of the board of directors, would not discuss Marsh's claims. 'Marsh is full of unfounded accusations. If he really has a case wouldn't he have gone to the courts by now?' he asks. He said Marsh, as shareholder of the company, should know the right channels to follow to complain instead of going to the media.
Molapo Crossing is one of the properties which was expected to be investigated following on the Lesetedi Commission. However, the Directorate on Corruption and Economic Crime (DCEC) spokesman, Motshoganetsi Lentswe, denied that the DCEC is investigating the troubled shopping complex.