First Thing, Daily Maverick's flagship newsletter

Join the 230 000 South Africans who read First Thing newsletter.

We'd like our readers to start paying for Daily Maverick

More specifically, we'd like those who can afford to pay to start paying. What it comes down to is whether or not you value Daily Maverick. Think of us in terms of your daily cappuccino from your favourite coffee shop. It costs around R35. That’s R1,050 per month on frothy milk. Don’t get us wrong, we’re almost exclusively fuelled by coffee. BUT maybe R200 of that R1,050 could go to the journalism that’s fighting for the country?

We don’t dictate how much we’d like our readers to contribute. After all, how much you value our work is subjective (and frankly, every amount helps). At R200, you get it back in Uber Eats and ride vouchers every month, but that’s just a suggestion. A little less than a week’s worth of cappuccinos.

We can't survive on hope and our own determination. Our country is going to be considerably worse off if we don’t have a strong, sustainable news media. If you’re rejigging your budgets, and it comes to choosing between frothy milk and Daily Maverick, we hope you might reconsider that cappuccino.

We need your help. And we’re not ashamed to ask for it.

Our mission is to Defend Truth. Join Maverick Insider.

Support Daily Maverick→
Payment options

Rudland-Tongaat takeover: regulator fed ‘incorrect or...

South Africa

AMABHUNGANE

Probe may torpedo Rudland-Tongaat takeover after finding regulator was fed ‘incorrect or incomplete’ information

The Tongaat Hulett production line in Triangle, about 400km south of Harare, Zimbabwe. (Photo: EPA-EFE / Aaron Ufumeli)

The outcome of an investigation by the Takeover Regulation Panel looks set to sink the deal that would hand control of one of South Africa’s oldest companies to the controversial Tobacco-dealing family. In the process, new details about who is really involved have emerged.

The R2-billion takeover of sugar giant Tongaat Hulett by the controversial Rudland family of Zimbabwe has potentially crashed and burned. 

A key shareholder resolution paving the way for the deal was declared a “nullity” on Thursday by the Takeover Regulation Panel (TRP), a unit of the Department of Trade, Industry and Competition. 

This followed an investigation into suspicious share purchases by a business partner of tobacco baron Simon Rudland right before a shareholder vote on the deal, as reported by amaBhungane.

Read: “Who is really behind the R2-billion Tongaat Hulett bid?

The TRP investigation set out to determine whether this associate, Ebrahim Adamjee, and his family are “interrelated parties” with Magister Investments, the Mauritius-based company making the bid for Tongaat. The conclusion reached by investigator Zano Nduli is an unequivocal “yes”, which means the share purchases must be presumed to represent Magister and the Adamjees acting in concert to sway the vote.

The reasoning is that Adamjee is Simon Rudland’s partner in the controversial Gold Leaf Tobacco Corporation. Simon is, in turn, the brother of Hamish Rudland, who is the face of Magister.

Confronted with this apparently straightforward relationship, Adamjee only provided a “bald denial” that he had a genuinely significant business relationship with Rudland. The tobacco tycoon is supposedly only “a non-resident non-executive director and is not involved in the business operations”, according to a sworn statement by Adamjee.

When Nduli requested supporting documents such as a share register for Gold Leaf, Adamjee and Rudland “chose to stonewall instead of [practice] candidness”, according to his report.

“When considering the facts of this matter, I was reminded of a Zulu idiom of ‘ukucasha ngesithupha’ – literally meaning hiding behind one’s thumb – which describes a situation where a person clumsily obfuscates in an attempt to shirk responsibility.”

Read the full investigation report here.

The voided resolution was a waiver of the normal requirement that anyone buying more than 35% of a public company must offer to buy out all other shareholders. It was cited as a major precondition for the deal when the transaction was set out in a circular to Tongaat shareholders in December. It was approved at a shareholder meeting in January with the support of major institutional shareholders such as the Public Investment Corporation and Stellenbosch-based PSG Asset Management.

The TRP had initially assented to this waiver before an appeal by minority shareholders led to the investigation which has now potentially sunk the deal.

The veil is (partially) lifted

The TRP investigation has forced Tongaat to make yet more disclosures about who is actually behind the R2-billion bid to control the company.

Tongaat and Magister have both bent over backwards to deny the involvement of Simon Rudland, claiming his little brother Hamish cannot be tainted by the ever-present allegations around Simon’s dealings, also previously detailed by amaBhungane.

Read: “Gold export scheme: the Rudland connection

During the TRP investigation it was finally revealed that Simon’s three daughters – Sarah, Emma and Hannah – are the “ultimate beneficiaries” of a 41,33% share in Magister. This shareholding had been completely disguised when the deal was presented to shareholders and the investing public. 

Magister was instead described as being “controlled” by the Casa Trust for the benefit of Hamish and his immediate family, with the strong impression that they had sole ownership. In reality, the Casa Trust owns 58,67% of Magister.

Zimbabwean businessman Hamish Rudland, the face of Magister. (Photo: Supplied)

The direct involvement of his three daughters brings Simon Rudland far closer to the Tongaat deal than the sugar group or Magister had let on.

Simon’s Gold Leaf has been persistently accused of operating in the illicit tobacco market and was recently raided by SARS while at least one local bank, Sasfin, has raised internal alarms about the company’s international transactions. Circumstantial evidence has also tied Rudland to the world of illicit gold, making the association a mammoth reputational and possibly financial liability for Tongaat.

If the Magister deal falls through, it will mean the end of Tongaat management’s foremost plan to reduce the sugar group’s crippling debt burden, which has been used to keep creditors temporarily at bay. 

In a cautionary announcement on the JSE’s SENS news service this week, Tongaat told shareholders that its lenders had made a seasonal overdraft facility available “earlier than previously anticipated”. 

“In addition, the lenders have granted an extension to 30 June 2022 on all key debt reduction milestones including, inter alia, the date to implement the proposed rights offer,” said the company.

While the consequences might be severe, Nduli says in his report that this cannot be a consideration in the TRP’s findings.

“Whilst this determination places the underwriting promised by Magister to [Tongaat] in a potentially precarious position, the reality is that the Panel cannot avoid making such determination based on commercial considerations.” DM

The AmaBhungane Centre for Investigative Journalism is an independent non-profit organisation. We co-publish our investigations, which are free to access, to news sites like Daily Maverick. For more, visit us on www.amaB.org

Gallery

Comments - share your knowledge and experience

Please note you must be a Maverick Insider to comment. Sign up here or sign in if you are already an Insider.

Everybody has an opinion but not everyone has the knowledge and the experience to contribute meaningfully to a discussion. That’s what we want from our members. Help us learn with your expertise and insights on articles that we publish. We encourage different, respectful viewpoints to further our understanding of the world. View our comments policy here.

All Comments 3

Please peer review 3 community comments before your comment can be posted