TAKEOVER REGULATION PANEL - Update on the TRP investigation on the Magister Matter

Update on the TRP investigation on the Magister Matter

TAKEOVER REGULATION PANEL
(Established in terms of the Companies Act,
2008)
(“TRP” or “Panel”)



 UPDATE ON THE PANEL’S INVESTIGATION REPORT IN THE MATTER INVOLVING,
 AMONG OTHERS, MAGISTER INVESTMENTS LIMITED AND TONGAAT HULETT
 LIMITED IN TERMS OF REGULATION 86(5) OF THE TAKEOVER REGULATIONS


 1     INTRODUCTION

 1.1   We refer to the Panel’s ruling dated 1 June 2022 (Ruling), on the outcome of the
       investigation dated 31 May 2022 regarding the waiver of the mandatory offer
       obtained on behalf of Magister Investments Limited (Magister) in terms of regulation
       86(4) of the Companies Regulations, 2011 (Regulations) and the resultant
       complaint received from certain minority shareholders in terms of regulation 86(5)
       (Investigation), and the Panel’s announcement of 2 September 2022 providing an
       update on the current status of the matter (Update).

 1.2   Members of the public will recall that the Ruling made various findings regarding
       Magister and its concert parties (including Gold Leaf Tobacco Corporation
       Proprietary Limited (GLTC) and its directors, Messrs. Simon Rudland (Rudland)
       and Ebrahim Adamjee (Adamjee)), and that Magister and its concert parties had
       launched an application before the Takeover Special Committee (TSC) seeking to
       set aside the Panel’s Investigation and the Ruling.

 1.3   As mentioned in the Update, the Panel had noted a media statement issued by the
       South African Revenue Service (SARS) on 26 August 2022 relating to proceedings
       that SARS brought against GLTC and Messrs. Rudland and Adamjee before the
       Gauteng Division of the High Court, Pretoria, which media statement contained
       allegations regarding the extent to which Rudland was involved in driving the
       conduct alleged to have been designed to defeat the revenue collection efforts of
       SARS. Against the backdrop of the SARS media statement, and as mentioned in
       the Update, the Panel in the process of collating additional information to enable it
       to properly deal with this development in the context of establishing whether the
       conduct attributable to Mr Rudland can be read to contradict the version provided
       under oath by him and Mr Adamjee during the course of the Investigation and, if so,
       whether or not it was designed to “knowingly provides false information to the
       investigator” during the Investigation.

 2     NEW UPDATE

 2.1   Members of the public are advised that Magister and its concert parties filed a notice
       of withdrawal, on 13 September 2022, withdrawing their application to the TSC,
       which sought to set aside the Panel’s Investigation and the Ruling, which withdrawal
       the Panel welcomes.

 2.2   Notwithstanding the withdrawal of their application to the TSC, the Panel will
       continue to collate additional information to establish whether false information was
       provided to the Panel during the Investigation in breach of section 215(2)(e) of the
       Companies Act (Act), which provides that any person who knowingly provides false
       information to the Panel or an investigator appointed by the Panel commits a
      punishable criminal offence. In terms of section 216(b) of the Act, a person convicted
      of an offence in terms of section 215(2)(e) of the Act is liable to a fine or
      imprisonment for a period not exceeding 12 months, or both a fine and
      imprisonment.

3     RESPONSIBILITY STATEMENT

      The TRP accepts responsibility for the information contained in this announcement
      which relates to the above-mentioned potential transaction and confirms that, to the
      best of its knowledge and belief, such information is true and the announcement
      does not omit anything likely to affect the importance of such information.


15 September 2022

Date: 15-09-2022 02:42:00
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