Behind the meltdown - Mike Miller v Zunaid Moti, Daniel McGowan and the JSE

Recordings and extensive documentation show how controversial businessman Zunaid Moti and co-conspirators appeared to:

• Devise a secret share trading scheme to sell shares in the property group Rebosis to the company’s founder and CEO, Sisa Ngebulana, involving a covert “revolving door” mechanism;
• Potentially manipulate the company’s share price; and
• Plan to strong-arm other investors into letting go of their shares while plotting ways to manipulate property prices and bribe leasing agents.

These alleged machinations are detailed in transcriptions of conversations — apparently forming part of a criminal complaint lodged by Miller — recorded between Moti and Ngebulana together with Moti’s since-estranged business partner Frikkie Lutzkie.

There’s more on this context below, but it should be noted that the Rebosis information, which is substantial and seems to imply under-the-table deals affecting a public company, has no obvious connection to Miller’s complaint about alleged share manipulation on his own company, Mantengu Mining. No connection, that is, besides Miller’s so far unsubstantiated claims of Moti’s involvement in both, for which he has provided no verifiable evidence and which Moti vehemently denies.

The Rebosis plans were hatched in February 2020 when Ngebulana was seemingly intent on gaining greater leverage over lenders and other shareholders as the group was struggling under a mountain of debt, mainly stemming from a 2015 expansion to the UK that had been torpedoed by the Brexit vote in 2016.

The discussion captured in the recordings involved a strange agreement whereby Moti would seemingly provide Ngebulana with the money with which to buy Moti’s shares. Ngebulana would, however, contribute by giving Moti a R12-million Lamborghini. On the face of it, Moti would end up with the car, which was styled as an “option fee”, and Ngebulana with the shares.

More worryingly, this deal appeared expressly designed so that large tranches of shares in Rebosis would change hands without anyone, especially not the JSE, noticing.

An expert opinion commissioned by Miller to analyse the Rebosis transcriptions noted that this “should be of sufficient concern to the JSE, and that they should launch a detailed investigation”.

It also appears from the recordings that Moti, at the very least, claimed to his counterparts that he could and already had set the Rebosis share price at a level of his choosing — according to the expert, a worrying indication, albeit not proof, of market manipulation.

The apparent plot further entailed giving another major shareholder the proverbial “offer they couldn’t refuse” by threatening to destroy the value of their investment to make them sell.

In Moti’s own words, they would threaten to “fuck the company up and take the assets” to “skrik [frighten]” the shareholder, Arrowhead.

From the recordings, it seemed that Ngebulana was seeking to get control of 25% of the company, which would allow him leeway to set the terms of any restructuring.

At this point, he and Moti appear aligned, before their spectacular fallout in early 2021.

The conspirators appear to have discussed paying incentives to agents to arrange leases or organise property valuations and sales that were not necessarily in the best interests of their clients.

Both Moti and Ngebulana have rejected these inferences about the recordings, and we’ll get to their versions in more detail, but their full answers to amaBhungane’s questions can be found here and here.

The last of the three conspirators in the recordings, Lutzkie, told us that he had no idea that what was being discussed was illegal until he afterwards raised it with his own “finance department”, after which he immediately withdrew. Lutzkie told us that, unlike Moti and Ngebulana, he was not an expert in financial markets.

Lutzkie is important, however, as he has also since fallen out with Moti and is involved in a long-running legal feud over his purchase of shares in Kilken, a Moti Group company.

Moti told us, “Since Miller is fully aware that I will never be implicated in any wrongdoing insofar as Mantengu is concerned, he has now teamed up with Frikkie Lutzkie in an attempt to create a false narrative that I am somehow part of a syndicate that manipulates the share price of other companies listed on the JSE.”

The JSE says Miller has repeatedly refused to share his evidence with the regulator, including the recordings and transcriptions relating to the Rebosis matter.

Miller has also racked up a series of humiliating court losses against the JSE in his efforts to force the bourse to publish some of his allegations via the official JSE Sens company information portal.

Last week, the JSE launched a high court application to order Miller to hand over evidence or be gagged from further defaming the JSE after he alleged, in a paid-for article, that two JSE directors were implicated in the share manipulation scheme involving Mantengu.

Apart from Moti and the JSE, Miller’s two most prominent targets in his crusade against the “syndicate” are Moti’s new friend and business partner, Daniel McGowan, and Ulrich Bester, the CFO of McGowan’s Liberty Coal group.

McGowan is, of course, the British former business associate of the Gupta family who became a key figure in the legal battles over the ownership of the Guptas’ Optimum Coal Mine after they fled South Africa and the mine went into business rescue. McGowan emerged victorious from that process.

Bester is a former friend of Miller, a shareholder and former CFO in Mantengu and has been the CFO of McGowan’s Liberty Coal (which now owns Optimum) since early 2021.

Both Bester and Liberty are suing Miller and Mantengu for hundreds of millions of rands in defamation damages following his attempts to link them to the share manipulation syndicate — claims they dismiss as fantastical and unsupported by evidence.

How did Miller, who was a largely unknown figure at the beginning of this year and whom Moti disparagingly refers to as “an ex-game ranger”, manage to accumulate so many powerful enemies in such a short time — and where does Rebosis fit in?

Let’s dig down to the genesis of the syndicate claims.

The ‘syndicate’

On 21 June 2024, the sheriff and Mantengu’s legal representatives descended on Bester’s home, armed with an Anton Piller court order — a civil search and seizure order — that Mantengu had obtained ex parte (without Bester being aware or being heard by the court).

Bester later said in court papers, “They seized my devices, documents, and personal data. I cooperated fully, and the documents will ultimately bear me out and confirm that I have nothing to hide.”

The order was based on evidence Mantegu presented that turned on their intended acquisition of Blue Ridge, a struggling platinum miner jointly owned by Sibanye Stillwater and an empowerment partner called Imbani.

Key features of Mantengu’s unconfirmed claims included:

• Bester had been contemplating a rival bid for Blue Ridge on behalf of McGowan’s Liberty Coal.
• On or about 15 June 2023, Miller was approached by Jacques Nel, who claimed that a coordinated group of investors was planning to manipulate Mantengu’s share price downwards to disrupt the intended transaction with Sibanye (Nel was a former executive who left Mantengu under acrimonious circumstances).
• Mantengu began investigating trades in its shares and, against the backdrop of Mantengu’s share price having decreased from R2.50 on 1 June 2023 to less than R0.50 on 31 January 2024, Mantengu identified various “trading anomalies”.
• Trades were anomalous because the volumes were low, and the parties who appeared to be making these trades were “young African people who could be classified in the lowest LSM [Living Standard Measures] category”. Moreover, because of the broker fees involved, trading such low volumes did not make any commercial sense.
• Mantengu identified a variety of so-called blocking trades in terms of which large volumes of shares were offered for sale at low prices with a view to artificially keeping the share price low.

In subsequent litigation, Bester explained, “According to Mantengu, I am the only person who has the means, opportunity and motive for the share price manipulation… On the strength of these allegations, Mantengu obtained its ex parte order, and it proceeded to raid my house.”

Bester, who has categorically denied being behind any share manipulation, was later able to provide a plausible alternate explanation for who, besides him, might benefit from the trades, and he raised doubts about other aspects of Mantengu’s case — but that was in the future.

Enter McGowan and Moti 

An Anton Piller does not lead to the automatic handover of the seized material. Instead, copies are made and held by the sheriff to give those targeted an opportunity to contest the legality of the search, or raise reasons to exclude some or all of the evidence.

Because he was McGowan’s CFO, Bester’s devices would have contained considerable confidential information about Liberty. McGowan, leaving aside his controversial history at Optimum, would have reasonable and legitimate concerns about who might get access to this data.

And at that stage, only Bester had been placed under suspicion, not McGowan.

The Anton Pillar was executed on Bester on 21 June 2024. About two hours after the raid, Moti unexpectedly reached out to Mantengu’s chief operating officer (COO), requesting a “gentleman’s approach to resolving an issue” and a “meeting with Daniel McGowan” early the following week.

Moti says this was entirely innocent and coincidental. He had been having lunch with McGowan when they heard of the raid. He knew the Mantengu COO, who had previously worked at a Moti Group mine, and so offered to broker a meeting to help McGowan secure his corporate information.

Moti, of course, knew the potential discomfort of having his corporate underbelly exposed — as a series of exposés by amaBhungane and The Sentry following a leak of his own company information showed.

On 24 June 2024, Miller and his lawyer and co-director, Magendren Naidoo, met with Moti, McGowan and their legal team at Moti’s offices in Sandton. According to Miller, the crux of the meeting was as follows:

• Miller confirmed he had no interest in McGowan’s business affairs and was only concerned with stopping the manipulation of Mantengu’s share price.
• Moti and McGowan confirmed that, as far as they were aware, Bester was innocent of all charges, but that if he was guilty, he would need to answer for the manipulation.

Thereafter, versions diverge.

Miller claims McGowan told them that he could be extremely “nasty” if provoked.

McGowan’s lawyers later told amaBhungane, “Mr McGowan has no recollection of advising … that he could be ‘nasty’, nor would Mr McGowan use such vocabulary. Mr McGowan does, however, recall advising Mr Naidoo and Mr Miller of his well-known willingness to take appropriate legal action to defend himself and the companies he owns against calumny and untruth.”

Miller claims that Moti made comments and asked questions that “clearly showed” that he knew far too much about Mantengu’s share price for someone who was not a shareholder or who knew nothing about Mantengu’s share price concerns.

In response to initial queries from amaBhungane in May this year, Moti, who has consistently denied any direct or indirect involvement in Mantengu share-trading whatsoever, dismissed this suspicion.

He noted, “What Mantengu doesn’t say is that I referred to publicly available information on the trades in Mantengu shares, which was accessed on a laptop during the meeting in full view of the Mantengu representatives.”

Downhill

Following the meeting, things went downhill, slowly and then fast.

The information seized from Bester is still sitting unopened with the sheriff, while access to it is mired in suit and counter-suit between Mantengu and the Liberty Coal parties.

In August 2024, Mantengu served a summons on Bester in which it claims R122-million for damages, a claim Bester is defending.

In September 2024, Miller claimed Mantengu’s security team “secured information which clearly showed that ‘hits’ had been taken out on Naidoo and my life”.

Mantengu also engaged in a series of increasingly acrimonious exchanges with the JSE, both about wanting to report its suspicions to the public via Sens (which the JSE blocked) and about the JSE conducting a proper investigation of its claims.

The JSE insisted it found nothing wrong with the trades and referred Mantengu to the Financial Sector Conduct Authority (FSCA), the regulator responsible for investigating stock manipulation.

In early May this year, Miller went on the offensive, issuing a press release in which he referred to a “criminal complaint” lodged with the police that implicated Moti, McGowan and unnamed JSE executives.

The response from McGowan’s PR team was brutal: “Liberty Coal’s position, simply and briefly, is that Mr Miller, the CEO of Mantengu, is a delusional fantasist who has, for what can at its kindest only be ascribed to some form of unhinged narcissism, allowed his personal failings in that position to lead him down a rabbit-hole of baseless allegations concerning Mantengu’s parlous share performance… Regrettably, it will ultimately also be the shareholders in Mantengu that suffer when Mr Miller’s delusional fantasies are proven to be just that.”

Undeterred, Miller also went on a media roadshow to repeat his claims.

As Bester puts it in his defamation complaint, “Mr Miller not only perpetuated the false narratives that he had peddled before, but he also increased the scope. Specifically, he referred to me and various other parties as drug smugglers that are part of a nationwide criminal syndicate… that was referred to by General [Nhlanhla] Mkhwanazi during his much-publicised media briefing on 6 July 2025.”

Liberty and Bester launched separate defamation actions against Miller and Mantengu, with Liberty claiming R250-million in damages and Bester and his company R25-million.

Miller’s case has not been helped by the FSCA on 23 May issuing a press release stating that after a thorough investigation, “No evidence was found to support the allegations of price manipulation”; the transactions that Miller identified as manipulation were “lawful securities transactions in the ordinary course of business”; and the FSCA “found no reason to suspect improper conduct by the JSE or any of its officials”.

Mantengu, alleging the report was rushed and botched, went to court to interdict the FSCA from releasing its investigation report.

Miller and Mantengu are contesting the defamation claims, but they were strong enough for both Liberty and Bester to secure, in August this year, an interim gagging order barring Miller and Co from repeating any defamatory claims until the main action is finalised.

Perhaps that’s why Miller’s focus has shifted to Moti, including via an extraordinary series of of tit-for-tat interviews on Alec Hogg’s BizNews show, beginning with a Miller interview on 14 May, leading to a response from Moti consultant and sometime business partner Paul O’Sullivan, a counter-attack from Miller on 13 October, and finally a broadside from Moti on 27 October, in which he laid out why he believed Mantengu was a failing, possibly fraudulent business.

Back to Rebosis

Important for present purposes, however, is that, in his criminal complaint, Miller says that his public attacks on this “syndicate” led to whistleblowers reaching out to him who also believe they had been the victims of a Moti-led syndicate.

One such whistleblower provided him with the allegedly incriminating recordings, he says in an affidavit accompanying his criminal complaint.

The plot around Rebosis revealed in the recordings is, however, otherwise unrelated to the still-unfolding Mantengu matter, but, so far, it is the most substantial of the allegations Miller has made.

And, importantly, amaBhungane has access to a range of documents that show how the alleged plan discussed by the conspirators was, in fact, put into action, practically verbatim, just one day after the recorded discussions.

These documents form part of the huge leak of documents from within the Moti Group of companies on which we have previously reported.

To recap, the recordings suggest Moti, Ngebulana and Lutzkie discussed a secret share trading scheme to sell shares in Rebosis to the company’s CEO, then Ngebulana; they could manipulate the company’s share price; and they planned to strong-arm other investors into letting go of their own shares while plotting ways to manipulate property prices and pay off leasing agents.

In response to our questions, Moti specifically denied manipulation of the Rebosis share price but claimed that he and Ngebulana had simply agreed to a share sale at a price representing a mark-up to then prevailing prices. Moti further claims that he lost no less than R150-million due to his erstwhile investment in Rebosis. He told us that the recordings “offer no proof of wrongdoing on my part”.

This is a somewhat sanitised version of what Ngebulana told us, which is that Moti had essentially blackmailed him and Rebosis by first buying up Rebosis shares and then demanding to be bought out at a massive premium at a time when his involvement was a serious hurdle to attempts to save the ailing company due to the reputational baggage he brought to the table.

The rescue plan involved taking the listed company private, which is to say delisting it. Large institutional shareholders, however, did not want Moti in the mix, and the plan hinged on getting rid of him, claimed Ngebulana.

On this version, the recordings would seemingly reflect backroom dealings between Moti and a company boss who had found himself desperately negotiating to save his company from a hostile and opportunistic shareholder.

As it turns out, this would — on Ngebulana’s version — turn out to be a losing battle.

Even if Ngebulana’s version is true, he is still seemingly captured in the recordings participating in discussions about apparent pay-offs and the intimidation of his own shareholders, specifically Arrowhead.

The extent to which the plot captured in the recordings eventually played out as planned is hard to gauge after Moti had dramatic falling-outs with Ngebulana and Lutzkie some months after the recordings were made.

The meetings

The meetings between Moti, Ngebulana and Lutzkie took place on 12 February 2020. Present were not only the three men but also the Moti Group’s in-house legal counsel. It is clear from the discussion that the parties were drafting an agreement as they spoke.

We have been able to match the various parts of the scheme described in the recordings to documents signed the very next day between Moti and his representatives on the one hand and a company seemingly representing Ngebulana or his interests on the other.

The signatory is not Ngebulana but a close relative. The conclusion that this is a fairly transparent fronting exercise is bolstered by the nearly exact correlation between the terms of deals discussed by Ngebulana in the recordings and the content of these contracts, signed by his relative.

Ngebulana, despite the near-exact correlation with the signed documents, claims that the “discussions” have nothing to do with these contracts but rather were related to a later transaction, one we will get to, where the conflict with Moti intensified dramatically.

Secret share trades

One part of the scheme discussed by Moti, Ngebulana and Lutzkie involved a mechanism for Ngebulana to, seemingly secretly, buy 60 million Rebosis shares held by Moti, his children and Moti Group executive Salim Bobat.

The idea was to disguise the large transfer of shares by breaking it up into small tranches to avoid raising suspicions at the JSE. These trades, however, all had to be at the price of 40c per share, which led to the alleged conspirators signing an option agreeing to cement this price beforehand.

In the recording, the following exchanges are heard:

Moti: It’s not a problem at all. And it’s the right way to deal. Otherwise, we have to do one block placement. Which would cause a lot of kak, I can tell you that now. You don’t want the JSE to suspend the share and start asking why you bought so much stock and whatever. Just be responsible about it.

Lutzkie: No, all the numbers has got to be different. None of the numbers has got to be the same.

Moti: Can we do that? I tend to agree as well. All the numbers [being] the same show towards a certain common point.

Lutzkie:  Ja, please. All the numbers has got to differ.

Moti: There’s got to be no number the same. Okay, I agree with that. Can you guys do that … eight million, six million, whatever.

And:

Moti: Get smaller tranches.

Lutzkie: Ja, I’ll put another tranche, the smaller the numbers, the better.

Graaff: Another tranche. Every one of Zunaid’s ones here, we [are] just under 10. So, like nine, seven and all of those.

These exact terms are captured in an “Option to Purchase” agreement, in which it is stipulated that 60 million shares will be purchased at 40c per share and can be purchased in tranches. As part of the deal, Ngebulana would transfer a Lamborghini worth R12-million to the Moti Group.

On 13 February, the day after the recorded meetings, a “Notice to exercise option” was signed that included a schedule for how the share purchase would be broken up into weekly purchases — always less than 10 million shares at a time — just like Moti directed.

On the same day, the parties signed all the necessary share sale agreements between Ngebulana’s nominated company, Moti, Moti’s children and Bobat.

There is, however, another telling element to the option deal — on the face of it, a nonsensical arrangement whereby Moti pays for Ngebulana’s purchases of shares from Moti himself.

The easiest explanation for this is that Ngebulana did not have the required cash at hand — but did have the Lamborghini.

‘Cash flow’

One problem the conspirators would be running into, according to Moti, was cash flow. The entire 60 million shares would cost Ngebulana R24-million.

It is, however, clear that this money would not be Ngebulana’s own funds but rather money provided by the Moti Group itself.

And this part of the scheme would be tailored to the arrangement for breaking the share trades into smaller tranches by effectively recycling the cash.

Moti would send cash to Ngebulana, Ngebulana would use it to buy shares from Moti, which would allow Moti to advance it back to Ngebulana and so on.

The idea is discussed in the recordings in straightforward terms:

Moti: So, the only problem we have is the cash flow.

Ngebulana: Yes.

Moti: So, now we’ve got to put five or 10 million in your system…

Ngebulana: It’s four million.

Moti: How much is it? Four or five? We just transfer it to you, and you continue. It’s not a problem.

Ngebulana: Now what takes it longer is, because it’s a smaller amount, so it cycles.

And:

Moti: Sisa ...we have four million of our cash in your system that’s exposed. So, stop it. This is what I’m saying. I always have four million with you while you’re doing this whole round thing. You follow what I’m saying?

Ngebulana: Yeah, yeah, of course.

...

Ngebulana: No, it gets back to you.

Moti: Ja, but it gets back to me eventually, at the last transfer.

Ngebulana: Every transfer, it goes back to you.

The mechanism for this back-and-forth transfer of cash and shares was seemingly a loan agreement between Ngebulana and the Moti Group, which had several telling terms.

For one thing, the loan amount was for exactly the value of the 60 million shares.

For another, the loan would be disbursed in tranches that exactly match the planned tranches of the share purchases — without fail, the money would be provided three to four days before each new share purchase.

And finally, this loan agreement was once again signed on the day following the recorded meetings.

While Moti chose not to address our specific questions about these arrangements, Ngebulana claims that the mention of R4-million actually refers to “a third-party shareholder who sold to Moti prior to us acquiring the Moti shares, who advised us and we agreed he could sell his shares to him. Although we did not owe him for these, we did not want to argue with him as we wanted to acquire all his shares.”

As mentioned above, the confluence of the recorded conversation and the documentation makes this assertion questionable.

Which brings us to the point of all this secretive manoeuvring.

The ‘manipulation’

The criminal complaint made by Mantengu Mining CEO Mike Miller (which contains the seemingly incriminating transcripts) related to the alleged manipulation of the share price of his own company, not Rebosis.

Relevant for now is the way Miller describes the modus operandi of the alleged syndicate he is warring with.

Essentially, he claims that the syndicate created a “submarket” for Mantengu shares where a group of buyers and sellers cooperate to trade shares back and forth between each other at the price which they wanted to manipulate the share price to.

This alleged scheme closely resembles the one discussed and put to paper by Moti and his colleagues.

The recordings provide at least one telling exchange where Moti and his collaborators seemingly talk expressly about maintaining the Rebosis share price at desired levels.

Moti: You want me to drop the price now?

Ngebulana: No, no, no, it’s okay.

Moti: Is it okay?

Ngebulana:  Ja, it’s fine.

Moti: All right.

Ngebulana: Also, you don’t want funny things.

Lutzkie: Ja.

Ngebulana:  Just, it’s okay for now.

Moti: Let it just remain where it is between 35 and 40 cents.

Ngebulana:  Ja, ja.

Moti: We don’t want to intervene after this now.

Ngebulana: Ja. Ja, you want to just leave it.

Moti: Let it free flow.

An expert opinion commissioned by Mantengu from Allan Thomson, the CEO of financial services company Dreadnought Capital, pointed to this exchange as “the most troubling” with regard to possible prohibited trading practices on the JSE.

More generally, Thompson said, “Within the provided transcripts, there is language used that should be deeply troubling to a regulator tasked with prohibiting, regulating and investigating … prohibited trades.”

Looking at the history of the Rebosis share price, it is conspicuous that the price plummeted dramatically shortly after this seeming agreement to “let it free flow”.

Also, recall that Moti would nonetheless be getting a R12-million car in exchange for shares that were rapidly devaluing.

Ngebulana told us, “I will not comment on the ability of Moti to influence the share price at the time. He had been an active buyer of the company shares and presumably could influence closing prices.”

He also mentioned that Rebosis had become concerned that someone was manipulating its share price shortly before Moti arrived on the scene.

Moti told us that since he had already struck a deal with Ngebulana to offload all his shares at 40 cents per share, “The actual share price of the shares in Rebosis at the time was in fact irrelevant and I deny that any price manipulation took place”.

‘Fuck up the company’

Moti and Co wanted to corner another major shareholder into parting with its shares: the property group Arrowhead.

The plan here was to convince Arrowhead boss Mark Kaplan that he could either sell or see his investment eviscerated.

Moti: We can say to him, listen, we want to buy his stock up and give him an option. Price. What’s the maximum we’re going to go up to? 30%?

Lutzkie: Do you have a relationship with him or nothing?

Ngebulana: I’ve got a relationship with him.

Moti: Ja, but you...

Ngebulana: But I don’t want him to think…

Moti: He must not think it’s Sisa.

Lutzkie: He mustn’t think it’s you.

Ngebulana: No.

Lutzkie: Okay, but then you must not phone him.

Ngebulana: You can say listen, we’re seeing a bargain in the market.

Lutzkie: Ja.

Ngebulana: And that’s what you specialise in.

Lutzkie: The liquidation.

Moti: You want to strip the company out of its assets, be involved. It’s a two-year walk for us.

Lutzkie: Ja, we want to liquidate the company.

Moti: We want to fuck the company up and take the assets.

Lutzkie: Ja.

Lutzkie: Are you in?

Ngebulana: Ja.

Lutzkie: What the fuck are you going to do? You want to fuck 75 million shares?

Ngebulana: Yes.

Lutzkie: Okay, so.

Ngebulana: I understand.

Moti: We must skrik him and take an option.

Lutzkie: We want to put the company in liquidation.

Moti: ...and take an option. In all probability, he will probably run back to you to do a deal. You realise that, right?

Ngebulana: No, I’m not too sure.

Moti: Boet, he will run back to you to do a deal when he knows we want to asset strip. Can you imagine he is sitting with fucking 100 million shares or whatever. And you say, listen, let’s asset-strip this fucking thing and fuck it all up. He’ll get mad.

Ngebulana: And you can say, listen, we’ve done this many times, so don’t worry.

Lutzkie: Ja.

Moti: They just need to look at our reputation; they’ll run away. You agree.

Lutzkie: Ja.

Moti: We’ll do it with pleasure.

Lutzkie: But it’s good.

Moti: When do you want us to do it? This week?

Lutzkie: We have to quickly.

Ngebulana: You can do it tomorrow.

Lutzkie: Ja, let’s do it quickly.

When amaBhungane contacted Kaplan, he said that he did not want to comment.

In Ngebulana’s version, this was again a discussion aimed at executing his rescue plan for Rebosis, which involved major shareholders agreeing to delisting the company.

“Moti and company were aware of the Arrowhead shareholding and its importance in getting them on board on the intended ‘take private’ and offered to approach them, which I was not adverse to initially; however, I advised them I cannot allow them to do it, which is omitted from the recordings,” he said.

Irrespective of how this exchange is interpreted, it still seems to show the CEO of a company tacitly agreeing to the vicious manipulation of one of his company’s main shareholders — even if he claims to have backtracked later on.

Driving down asset prices

During the recorded conversations, another shady practice was discussed — the apparently fraudulent devaluation of the value of properties preceding a sale.

At this point, the discussion seems to have digressed away from Rebosis and instead, according to Ngebulana, referred to “two property transactions Moti and Lutzkie intended to acquire from an overseas investor”.

According to him, it would be possible to reduce the value of a building by manipulating the due diligence process conducted to place a value before a purchase is made or bank finance is arranged.

Lutzkie: All right. Tell me, and let’s just quickly run about the property because there’s one or two things that I want to ask about the property. If I understand it correctly, and tell me if I’m wrong, the companies, the two properties now, one in Cape Town, one in Pretoria, is based on the for-sale value currently. But you’re saying that you can do something to make a drop by about 20%.

Ngebulana: Ja.

Lutzkie: And what exactly would you want to do?

Ngebulana: So, I’m saying that because the bank is going to look for at least equity of 20%.

Lutzkie: Yes.

Ngebulana: So, I’m saying the way we do these deals. You know how many… You know, these phones.

Moti: You should put that fucking phone away.

Lutzkie: Yes.

Moti: You’ll get your ass kicked.

Ngebulana: So, 20 to 25, and then what you do is, especially with the 10-year lease, in the old days they used to give you 100% but these days banks want some equity. So, you enter into a due diligence process.

Lutzkie: Yes?

Ngebulana: We put a few consultants, technical guys, aircon, mechanical, fire and electrical and things. And then they draw up this silly list. And then they cost it. And then they come up and say, fuck, we need 100 million to fix things here. And then come to me and say, look, unless I come to the party here.

Moti: The due diligence is failed.

Lutzkie: Ja. Ja.

Ngebulana: And then we go back and forth. But you must start with a silly number of 150.

Lutzkie: Yes.

Moti: Okay. So, we can negotiate.

Ngebulana: And eventually land at 100.

Lutzkie: Yes.

Moti: But you will help us do that because we don’t know how to do it.

Ngebulana: Ja, ja.

...

Moti: No, no, we understand, we hear the move. We’re with you on it.

…

Moti: He’s done many of this, you can see.

Despite the mention of putting away phones, Ngebulana suggests that there is nothing particularly nefarious about what he is describing.

“I advised them on how to drop pricing after an acquisition of a commercial property, that you go and involve professionals to criticise many things with a quantity surveyor (QS) quantifying all the repair work that would need to be done. This would, in turn, present the discount to the purchase price.

“This happens even with normal house purchases, except that professionals would not be involved,” he told us.

Ngebulana, however, also addressed this issue in an interview with Miller’s lawyer and an investigator, in which he more candidly explained what appears to be a severely underhanded practice.

“So, what I do is, you get a comprehensive due diligence and then you get the seller to drop the price… And then you get the building for nothing. Because invariably, a lot of these guys, they’re not even in this country, they’re somewhere else, the buildings have been emptied, they don’t know what the condition of the building is, et cetera.”

This then leads to another shady property sector practice that Ngebulana was schooling Moti and Lutzkie in — bribing agents to ignore other potential buyers.

Black holes

In the recordings, Ngebulana is captured explaining how he pays “the guys who do the leases” hefty incentives. Importantly, he advises that payment should be made to offshore “black holes”.

Ngebulana: So, the guys who do the lease obviously want something.

Moti: How much?

Ngebulana: Probably five.

Moti: Ja, we’ll provide.

Lutzkie: Ja, we’ll set that up.

Ngebulana: But that’s how these things work.

Lutzkie: Ja, of course.

Moti: Exactly. So, we’ll bank five.

Moti: So, let’s understand. We’ll put the five per deal for the brothers.

Ngebulana: You don’t deal with the junior guys.

Lutzkie: No, no.

Ngebulana: And also, when you put the five, I always put it offshore.

Moti: You just tell us...

Ngebulana: I create the back holes for the guys, and I put it offshore.

Moti: Brother, you just tell us where to send it.

Ngebulana: Ja, that’s right.

Moti: We’re not worried, am I right?

Lutzkie: Ja.

In his later interview with Miller’s lawyer and investigator, Ngebulana explained that “you incentivise the brokers to make sure that they convince the sellers to sell to you at the [depressed] price”.

In other words, it seems, you bribe the agents to accept sub-par deals for their property-owning clients, who are none the wiser.

The long game

The recordings were made in February 2020, and even though the purpose was ostensibly for Moti to take his money and leave, his entanglement with Rebosis was far from over. Ironically, Moti would eventually allegedly cripple Rebosis using a method discussed with Ngebulana — the “negative control” a shareholder with an interest of 25% can exert by vetoing any resolution at a shareholding meeting.

At the recorded meeting, this tactic was foreshadowed, although apparently with a view to Ngebulana being involved:

Moti: As long as you can maintain effective negative control of your asset, you are sharp. The idea of holding positive control means you need everybody thinking in the same direction. The moment you’re turning at 25.1, you have, if I can point you to veto-vote on anything that happens in the company.

Lutzkie: They can do nothing without [inaudible] 25.

Moti: You know if they are sitting there...you’re sitting there, anything you don’t like, you can veto.

Ngebulana: Sure.

...

Lutzkie: Well, if Sisa has got the 25%, then obviously he can fix the company and not let it or allow it to get out of control. If you haven’t got that 25, it can get out of control with stupid people like Vasi that’s got their own agenda. But on the 25 he’s got...

Moti: You can block.

Lutzkie: You can block.

Moti: The 25 also blocks rights.

As it turned out, it would later be Moti squaring off against Ngebulana at deadlocked annual meetings.

It was reported in the past how Moti, through his lawyer Manogh Maharaj, “derailed” Rebosis’ annual meetings (see here, here and here) in 2021.

But more interesting is how Moti got to control that much of Rebosis again.

Late in 2020, Ngebulana was again poised to buy out a load of Moti’s shares, but the deal fell flat because he could not raise the capital. A dispute ensued with Moti lambasting Ngebulana in public and also launching court proceedings against him until eventually a settlement was reached in early 2021.

The nature of the deal Ngebulana had failed to fund was such that his family trust retained legal ownership of Moti’s shares, but that Moti still had the right to sell them to a third party — an unrelated one.

What happened instead is that a new investor showed up and not only bought the Ngbulana shares but also those of Arrowhead.

This new company, Citax Investments, was ostensibly completely unrelated to Moti. He even declared as much in an amendment to his settlement with Ngebulana, which read: “The Moti Group parties warrant that, as of the date of signature of this third addendum, they are not associated in any way and at all with the entity known as Citax Investments SA (Proprietary) Limited or its holding company, subsidiaries and/or associates.”

This was false, as would later become public knowledge. Documents at our disposal, however, show how the subterfuge was designed.

Emails between Moti’s legal representative and other people involved in the transaction show how a scheme was devised by which a company registered in the Netherlands (Citax Holdings BV) would own a company in Mauritius (Citax Mauritius), which would, in turn, own Citax Holdings SA and, through it, Citax Investments SA.

Citax Investments SA would buy the Rebosis shares using funds initially injected into Citax Holdings BV by Moti.

Adding to the evidence that Citax was a Moti front is the fact that the registration documents for Citax Investments SA show that it was not only registered by a member of Moti’s chosen law firm, but that the company also immediately granted power of attorney to the Moti Group’s company secretary.

In Ngebulana’s telling, the appearance of Citax was the nail in Rebosis’ coffin. The company owned more than 25% of Rebosis and exercised the negative control mentioned earlier to devastating effect.

Moti, again in Ngebulana’s version, left Rebosis hamstrung, and before long, it abandoned its rescue plan.

Ongoing drama

Even though Miller has thus far produced no evidence linking Moti to Mantegu share trades, that has not stopped him from continuing to attempt to draw Moti into the alleged Mantengu conspiracy.

Last week, Miller made fresh allegations in the form of a paid-for article in Business Day, which included an email allegedly sent by an executive of the JSE to other conspirators.

In the email, entitled “pause of strategy/remain organic”, this executive tells the recipient, “pressure is mounting as Mantengu continues to challenge and appears to be getting more info. Talk to Zunaid to get him to back off”.

Moti, who is understandably exasperated by the way Miller has kept drawing him in, told us: “I wish to remind you that neither the JSE NOR the FSCA have found any share price manipulation in Mantengu.

“The email from an anonymous email server could have been sent by anyone, including Miller himself, in an effort to once again drag my name into this non-issue.

“I was not aware that Amabhungane [sic] have pivoted from ’investigative journalism’ to fiction.

“Finally, I have repeatedly stated that I was never involved in any share price manipulation.

“This is still true despite Miller’s (rather amateur) attempt with the fake email… To the extent that such an email does exist I hope that the Hawks are in fact able to trace the source, as this will show that I am not involved in any way.” DM