TAKEOVER REGULATION PANEL - Update on The Panels investigation report in the matter involving, among others, Magister Investments Limited

Update on The Panel’s investigation report in the matter involving, among others, Magister Investments Limited

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 minorities in terms of regulation 86(5) (Investigation).

 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 and Ebrahim Adamjee).

 1.3     Among various points of contention, which formed the subject matter of the Panel’s
         investigation, was the allegation by Messrs. Adamjee and Rudland regarding the extent to
         which the latter was involved in the business affairs of East London Cut Rag Processors
         Proprietary Limited (ELCR) and GLTC notwithstanding his status as the only other director
         of both these companies.

 1.4     Regulation 118(5) of the Regulations provides that any rulings made by the Panel will be
         given on the assumption that all information provided to the Panel as part of an application
         for a ruling is correct and complete. Additionally, Regulation 118(6) states that rulings may
         be formally withdrawn by the Executive Director of the Panel or the Takeover Special
         Committee, in writing if any information considered or provided proves to be incomplete or
         incorrect or if the parties by agreement apply that the ruling should be withdrawn. Lastly,
         section 215(2)(e) of the Companies Act, 2008 (Act) provides that any person who knowingly
         provides false information to the Panel or an investigator appointed by the Panel commits a
         punishable criminal offence. A person convicted of an offence in terms of section 215(2)(e)
         of the Act is a liable to a fine or imprisonment for a period not exceeding 12 months, or both
         a fine and imprisonment (section 216(b) of the Act).

 2       Media statement on Gold Leaf Tobacco

 2.1     The Panel has noted with interest the media statement issued by the South African Revenue
         Service (SARS) on 26 August 2022, together with the mass media reporting on the contents
         of proceedings that SARS brought against GLTC and Messrs. Rudland and Adamjee before
         the Gauteng Division of the High Court, Pretoria. Of particular interest are the allegations
         contained in the various reports 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
         (a peer regulator of the Panel).

 2.2     The Panel does not seek to comment on the tax case undertaken by SARS nor “the order
         by the High Court granting a preservation order in terms of section 163 of the Tax
         Administration Act 28 of 2011 against GLTC and its directors, Messrs Rudland and Adamjee.
         However, the Panel is interested in assessing whether the conduct attributable to Mr Rudland
         can be read to contradict the version provided under oath by him and Mr Adamjee and, if so,
         was designed to “knowingly provides false information to the investigator” during the
         Investigation.
2.3   At this point, the Panel is in the process of collating additional information to enable it to
      properly deal with the developments above. However, members of the public are advised
      that the Panel jealously guards its regulatory mandate in terms of sections 119(2), (4) and
      (5) of the Act and looks to deter any conduct that may be designed to breach section 215 of
      the Act. Once the Panel has engaged with all affected parties and gathered additional
      information on the above developments, the Panel will make further announcements to alert
      the investing public of any future actions and/or investigations.

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.



2 September 2022

Date: 02-09-2022 04:23:00
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