Fri, 03 Apr 2020

How Surve 'robs Peter to pay Paul'

News24
18 Feb 2020, 14:13 GMT+10

The Surve family's Sekunjalo Investment Holdings has extracted yet more from the R4.3 billion that the Public Investment Corporation invested in Ayo Technology Solutions in December 2017.

AmaBhungane has previously revealed a slew of transactions that Ayo embarked on to benefit its parent company, African Equity Empowerment Investments (AEEI). AEEI is 60% owned by the Surve family via Sekunjalo.

New information suggests this pattern of indirect benefit has been repeated in different ways.

Independent benefit?

For one thing, evidence suggests the PIC funding has been rerouted to subsidise Sekunjalo's greatest liability, the Independent Media group, which owns Independent Newspapers.

The PIC has launched a court application to liquidate Sekunjalo Independent Media, which controls Independent Media. The PIC, which funded the Independent deal, is owed R609 million, according to its court application.

The PIC has launched separate proceedings to recover the R4.3 billion it invested in Ayo.

Ayo appears to have started using some of the PIC cash to cover some of Independent's expenses, effectively spending down part of the PIC cash-pile to help keep the newspaper group afloat.

Ayo and Independent are unrelated businesses (but for Surve being a common indirect shareholder) and there is no obvious justification for Ayo to bail out Independent.

A copy of what appears to be Ayo's February 2019 payroll shows that at least 41 employees of Independent were being paid through Ayo at that point.

It appears from the payroll that Ayo had taken over virtually the entire corporate affairs and IT offices of Independent - and that more Independent staff were paid by Ayo than there were actual Ayo staff.

READ | AYO to end provision of ICT services to Sasol at end of July by 'mutual consent'

Only 20 employees on the payroll were unambiguously just working for Ayo. This includes the chief executive, Howard Plaatjes, and corporate affairs director Vanessa Govender, both of them incidentally previous executives of Independent.

There have long been rumours in media circles that Independent staff were no longer being paid by Independent. This payroll file appears to confirm that.

In a response to questions about the payroll, Ayo threatened legal action, saying it was "deeply concerned" amaBhungane had "procured" a copy.

"This is private, confidential information, is not for public consumption... This has the hallmarks of corporate malfeasance. Ayo consequently reserves its full rights in this matter, including the right to lay civil and criminal charges - against you, amaBhungane and the source."

Later a spokesperson for the company said, "It should be noted that the Sekunjalo Group companies deploy a centralised payroll processing system... Ayo also wishes to make it categorically clear that there are no undeclared related party associations within its group."

That may be debatable, but those related party transactions Ayo did disclose in its latest audited financial statements are concerning enough.

The financials, released at the end of January, demonstrate how yet more Ayo money is going to the wider Sekunjalo group.

4Plus - bad for Ayo, but good for Surve?

In a previous "reviewed" (unaudited) set of financial statements released on 20 December, Ayo waxed lyrical about a new R75-million investment in a company called 4Plus Technology Venture Fund Africa.

But in the audited financials released on 31 January, it is now revealed that this investment was immediately impaired down to R5 million "based on an expert's valuation".

So Ayo's stake in 4Plus is worth less than 7% of the R75 million it paid, according to the auditors.

The financials state that the R75 million bought Ayo 10% of 4Plus - and that Ayo was buying another 5%, though the price is not disclosed. Share registers procured by amaBhungane bear this additional share acquisition out.

It looks like throwing good money after bad, but it might in reality be throwing money at Surve and Independent.

4Plus, according to the audited financial statements, "has interests in digital media, artificial intelligence, software development and telecommunications".

According to the earlier "reviewed" results, 4 Plus's big asset is something called VoltAfrica and that is where it gets interesting.

ReVolt

VoltAfrica seems to be a piece of Independent that has been spun off and set up as an external service provider doing work with Independent.

VoltAfrica has listed itself on the jobseeker website Talent360.co.za with the following self-description: "We are the exclusive digital services provider for Independent Media's icon brands, which includes digital platforms such as IOL, national online newspaper titles such as The Star, Saturday Star, Pretoria News, Sunday Independent, Cape Times, Cape Argus, Daily News, Natal Mercury, Sunday Tribune and other regional titles."

READ | AYO worth only 5% of PIC valuation - former exec

It provides digital marketing products, using Independent titles as a platform.

There is more.

VoltAfrica was until very recently a Sekunjalo company. It was called Independent Digital Lab and owned by Sagarmatha Technologies, which belongs to Surve's Sekunjalo.

Until April last year VoltAfrica even had Surve and Ayo's Plaatjes among its directors.

Then Independent Digital Lab/VoltAfrica got bought by, or transferred to, a company called Apollis Millennial Investments.

Whatever purchase price there was would have been for the benefit of Sagarmatha, which is to say Sekunjalo, which is in turn to say Surve.

Apollis was subsequently renamed 4Plus and Digital Lab was renamed VoltAfrica.

So Sagarmatha (controlled by Surve) transferred a subsidiary to 4Plus and then Ayo (indirectly controlled by Surve) paid 4Plus R75 million.

VoltAfrica also got a direct loan of R11.5 million from Ayo, according to the company's financial statements.

One of VoltAfrica's three active directors is Kubeshnee Subrayan, who was on the Ayo payroll in early 2019. Samantha Naidu, who lists herself on LinkedIn as the chief executive of VoltAfrica, was previously the head of direct advertising for Independent.

Tricia and Heidee

Ayo does not give any hint in its financial statements and limited responses to questions that the investment in 4Plus required any related party disclosure.

When we asked Ayo chief executive Plaatjes about the ownership of 4Plus, he insisted, "There is no related party relationship as this is an independent consortium."

But 4Plus was originally known as Apollis Millennial investments because two of its founding directors were sisters Tricia and Heidee Apollis and Heidee is given by the company's share register as the original sole owner.

Tricia Apollis is a former Independent journalist and was a personal assistant to Surve who has accompanied him around the world when he travelled to BRICS summits and the World Economic Forum. She is evidently very close to him.

READ | Ferial Haffajee: Iqbal Surve and how not to lead

She gives her residential address as a unit in the Silo development in Cape Town's V&A Waterfront.

This is one of four units in that complex owned by Pro Direct Investments 112 - a private company with Surve and his two sisters as directors. The apartment was worth about R24.5 million when Surve bought it in 2018.

So the company getting money from Ayo was co-founded by Surve's personal assistant who is living in his apartment.

AmaBhungane originally approached the other Apollis, Heidee, to procure the 4Plus share register, after which she sent a WhatsApp message saying, "Please don't phone or send me emails again!"

Before breaking off communication, she did, however, provide her address - the same Silo apartment where her sister lives and which belongs to the Surve company.

Mystery shareholders

One mystery remains. If Ayo now owns 15% of 4Plus and its subsidiary Volt, who owns the rest?

Ayo says it is not the Apollis sisters, but rather a consortium of formidable female businesswomen in the technology field completely independent from Ayo.

Plaatjes said that Zoliswa Kota-Fredericks, a former deputy minister of human settlements, is a "key shareholder" and chair of 4Plus. This shareholding is via a company called Womens Technology Investments, which the 4Plus share register bears out. This company again has Tricia Apollis as a director.

Kota-Fredericks initially told amaBhungane she "reserves her right to comment". She referred amaBhungane to Ayo's spokesperson, Kaz Henderson, which is strange if her consortium is independent of the company.

Company records show that, on the same day she became a director of Womans Technology Investments, Kota-Fredericks also became sole director of five other companies linked to Surve.

Up to Kota-Fredericks' appearance as a director on 1 March 2019 all the companies had the same two directors.

One is Lizaan Nel, the company secretary of Surve's niche asset manager 3 Laws Capital.

The other is Fredelaine Elna Cindy Brand, the company secretary of Surve's Sagarmatha Technologies.

Both Tricia and Heidee Apollis blocked amaBungane's phone numbers and did not respond to emails.

And yet more related partying

Another new investment by Ayo is in a company still going by its registration number, K2018010234, rather than a real name.

This one was also set up by the two company secretaries working for Surve.

Ayo spent R15 million to partner with the existing Sekunjalo online shopping company Loot.co.za to establish a supposedly new e-commerce business under K2018010234.

The auditors also immediately impaired this investment by R12.2 million.

The company's sole director is Valentine Dzvova, the group financial manager at Independent.

Another item in the Ayo reviewed results is a small related party note that the company has paid rent to two different entities.

One was Sekunjalo Properties (co-directors: Surve and his sister).

The other was Prodirect Investments 112, the Surve company that owns the luxury Silo apartments. The rent of R1.73 million would cover a large proportion of the payments on the bonds of R22.65 million registered over some of these units.

This is where one or both of the Apollis sisters live. AmaBhungane's questions about Ayo apparently paying off Surve's personal debt, like most questions, went unanswered.

Dividends or dissipation?

If the PIC succeeds in its court bid to claw back the R4.3 billion invested in Ayo, it is not clear how much will be left to attach.

After already having paid out dividends of R221 million, Ayo has announced a further R55 million will be paid out.

AEEI, Ayo's parent company, released its own financial statements on the same day as Ayo and it appears that the Ayo dividend is simply being passed on to AEEI shareholders, of which Surve's Sekunjalo is the major one with a 60% stake in the company.

AEEI, which owns 49% of Ayo, is getting a R22.5-million dividend from Ayo and has in turn declared a dividend of R29.5 million, 60% of which goes to the Surves.

The centrepiece of Ayo's finances, however, remains the R3.6 billion that was left of the R4.3 billion it was given by the PIC in August last year. The company had profit after tax of R181.8 million, but got interest on its bank balance of R295 million.

Its profits on which the dividends are based fundamentally come from the PIC money.

These cash distributions and Ayo acquisitions are continuing despite all the company's cash being under threat of claw-back by the PIC and of its major customer, Sasol, recently having cancelled its contract.

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