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Censure imposed by the JSE on Mine Restoration Investments Ltd
GEN – General – Mine Restoration Investments Limited
Censure imposed by the JSE on Mine Restoration Investments Limited (“Company” or “MRI”)
The JSE hereby informs stakeholders of the following findings in respect of the Company:
Background
1. The trading of MRI’s shares was suspended on 29 July 2016 and remains suspended to date. In
September 2018, the Company approved and effected a loan to a related party, Langpan Mining Co
Proprietary Limited (“Langpan”), amounting to R3 000 000. The loan was unsecured, bearing interest
at the prime rate plus 8%. The loan was advanced to Langpan for the purposes of operating expenses
in anticipation of a share purchase transaction whereby the Company intended to acquire 100% of the
ordinary shares of Langpan.
2. Langpan is partly owned by three directors, Michael Miller and Alistair Collins through their combined
shareholding in Disruption Capital Proprietary Limited (“DCL”), and Ulrich Bester through his combined
shareholding in Kianalily Proprietary Limited (“Kianalily”). DCL and Kianalily in turn hold 29.6% and
8.5% of Langpan respectively. As the loan was an agreement between the Company and an associate
of the above directors of the Company on 1 September 2018, the loan qualified as a small related
party transaction in terms of the JSE Listings Requirements.
3. In terms of paragraph 21.12(b) of the Listings Requirements, when a company considers a small
related party transaction, prior to completing the transaction, it is required to comply with paragraph
10.7 in that it should:
• Inform the JSE in writing of the details of the proposed transaction;
• Provide the JSE with written confirmation from an independent professional expert that the
terms of the transaction are fair as far as shareholders are concerned;
• Publish details of the proposed transaction on SENS, including a statement that paragraph
10.7(b) has been complied with, that the transaction has been declared to be fair and that the
fairness opinion will lie for inspection at the issuer’s registered office for a period of 28 days
from the date of the announcement; and
• Comply with the usual requirements regarding transactions with related parties as per
paragraph 10.4, if the independent professional expert states that the transaction is not fair.
This requirement envisages, inter-alia, the publication of a detailed circular and approval from
shareholders excluding the related parties to the transaction.
4. The Company did not, prior to effecting the loan to Langpan, inform the JSE and the market through
SENS of the details of the transaction and provide confirmation that the transaction was fair, as
required. Crucial decisions undertaken by the Company such as related party transactions thus
required the JSE and the market to be timeously informed thereof. Furthermore, the Company
Secretary was not invited to the board meeting where the directors resolved to provide a loan to the
related party and the Designated Advisor was not informed of this transaction after the decision was
taken, thereby aggravating the Company’s oversight of the applicable Listings Requirements.
5. The Company entered into the related party loan agreement on 1 September 2018 and although it
disclosed the loan in its annual financial statements for the year ended 28 February 2019, contrary to
the Listings Requirements it only informed the JSE and the market of the terms of the above loan
transaction in a SENS announcement published on 6 July 2020. The opinion of the independent
professional expert was only published to the market via SENS on 25 March 2021, concluding that the
loan provided to Langpan in 2018 was fair. Langpan repaid the loan in full in 2021.
JSE’s findings and decision to censure the Company
6. Accordingly and for these reasons, the JSE found the Company to be in breach of paragraph 10.7 read
with 21.12(b) of the Listings Requirements for its failure to inform the JSE and publish details of the
proposed transaction and the fairness thereof on SENS, prior to completing the transaction in 2018.
7. Issuers have a duty to comply with the Listings Requirements at all times. Compliance with the Listings
Requirements is aimed at ensuring investors and potential investors receive relevant and important
information timeously to allow investors to make informed decisions; and is simultaneously aimed at
investor protection and investor confidence. The Company Secretary and sponsors/designated
advisors play a critical role in assisting and guiding issuers in complying with the Listings Requirements
and must be consulted, especially on matters which would impact shareholder decisions and
shareholder value. SENS announcements must be published timeously and within the required
timeframes of the Listings Requirements to ensure that investors and potential investors are made
aware of pertinent decisions that are being proposed by an issuer.
8. For these reasons and with reference to the JSE’s findings of breach, the JSE has decided to impose
this public censure against the Company.
4 November 2021
Date: 04-11-2021 07:05:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
