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…CMB joins the dots…

Publishing Date : 03 September, 2018

Author : KETUMILE RAMATITI

Capital Management Botswana (CMB) has since entering into an agreement with Botswana Public Officers Pension Fund (BPOPF) through the Botswana Opportunity Partnership (BOP) gained P27 million as management fees, “this is what my clients were paid for the wonderful job they were doing in making investments in behalf of the BPOPF,” declared the CMB attorney, Gabriel Kanjabanga.


Kanjabanga observed that he is puzzled by the narrative and smear campaign that there is some money missing and assets that cannot be traced. He said the CMB directors are confident that they made wise decisions in investing P450 million on behalf of the BPOPF, “note that it is P450 million and not P477 million,” he said.


According to Kanjabanga, the Statutory Manager has also acknowledged the presence of these assets, “the only problem is that he attaches a zero value to them in his report which was filed before the courts recently.” But what put the spanner into the works is the fact that the said assets have been disposed and BPOPF accepted a P50 million payout from CMB, which was proceeds of the disposal.


Asked what informed the decision to dispose the assets, Kanjabanga said everything was done in the spirit of the contract under the BOP, “…the General Partner shall be entitled, and hereby irrevocably authorized by the Defaulting Limited Partner, to dispose of the Defaulting Limited partner’s interest in Botswana Opportunity Partnership to one or more third parties at such price and on such terms and conditions as the General Partner, in its sole and absolute discretion, deems fit, provided that the General Partner first offers such interest, at the same price and on the same terms, first to the non-Defaulting Limited Partners pro rata to their respective Capital Commitments and then (if any interest remains) to the non-defaulting Fund LPs of any parallel Fund pro rata to their respective capital commitments…”


But there is a twist in the whole CMB and BPOPF tussle, with each party claiming to have removed the other from the BOP hence rendering the contract ‘nullified’. CMB says it removed BPOPF from the BOP on 30 October 2017 while BPOPF says it removed the CMB from the BOP in December 2017. This means that in spite of the BPOPF scoring a legal victory recently at the Court of Appeal as far as the appointment of a statutory manager is concerned, there could be protracted legal battles to follow.


This came about as a result of BPOPF defaulting on the contract, “my clients notified BPOPF CEO, Boitumelo Molefhe several times in writing on the acts of default but she never responded,” said Kanjabanga. On the other hand BPOPF also points to CMB falling short of honouring the agreement because it failed to furnish them with periodical reports.


While BPOPF is communicating a plan to ‘recover’ assets that were bought by the CMB on their behalf, the latter is bemused as to “why the search and recovery, because all assets are in public view and it well known where they are. They were given share certificates for the investments.”   This week the Statutory Manager, Peter Collins wrote to CMB asking to meet the directors but they rebuffed him urging to put all that he wants in writing because “my clients have a bad experience with requests that are made verbal,” said Kanjabanga.


Commenting on the P27 million pula management fees accrued by CMB, Kanjabanga indicated that the money is 1% of the total drawdown. While he states that CMB wants an amicable solution to the current impasse, Kanjabanga pointed out that “arbitration could be the most viable option.” He said the BOP agreement provides for arbitration, “we have offered this even before the litigation started,” he said. Adding a voice on the criminal investigation against CMB and its directors, Kanjabanga said there is nothing criminal that his clients have done, all evidence is there for all to see, “if they had anything on them, they would have charged them by now,” he said.


On losing the statutory manager matter at the Court of Appeal, Kanjabanga said he does not agree with the judgement because it was not based on facts but rather on “what ifs”. He said “there is no financial crime, corruption, diversion of investment or money for personal intent, nothing,” said Kanjabanga in defense of his clients. Asked if they are willing to hand over the assets to BPOPF, Kanjabanga said they are not averse to that “as long as things are done according to the law and in the spirit of the agreement.”  


One of the CMB directors, Rapula Okaile could also stress on the P27 million management fees, which he said was indeed 1% of the total drawdown paid on an annual basis. “That is the money that ran the operations of the company such as paying salaries. This is not BPOPF money, and whatever we did with it after the drawdown should not be a concern to outside interests,” he stated.

WHAT CAUSED THE FRICTION?

Weekend Post has gathered that boardroom politics led to the fall out between BPOPF and CMB. Suggestions are that at one point the BPOPF wanted to raise its total commitment from P500 million to P880 million because things were going smooth between the two. At one point the BPOPF ECO, Molefhe wanted to know if it was possible for CMB to be a wholly citizen owned company, at the time Timothy Marsland, a South African, was co-director with Rapula Okaile.


Whilst this debate was ongoing another hot potato erupted around the BPOPF’s shares in Mascom, with some calling for it to be sold, but Rapula was against the idea. Those close to Rapula claim that this could be what broke the camel’s back because the BPOPF, CMB relationship deteriorated further during this showdown.

THE BPOPF POSITION

In light of the appointment, BPOPF CEO Boitumelo Molefhe told Weekend Post in an interview this week following a press briefing in Gaborone that Collins has taken charge and BPOPF is banking on him to direct way forward. “We are now going to be guided by CMB new Statutory Manager Peter Collins; he is a very important and key person going forward for all of us,” Molefhe said.


She emphasised that “Collins is going to make recommendations for all of us and they will be looked at by Non-Bank Financial Institutions Regulatory Authority (NBFIRA) and if they agree with them they will be implemented.” The BPOPF CEO also said Collins will lead investigation into a proper inquiry on how they lost close to 500 million pula of pensioner’s funds that was invested in CMB.


“We need a proper inquiry (that will be led by Collins) into how on earth this whole thing happened and that are we likely to receive the lost assets, and which one, including finding out if we can recover further assets beyond Okavango Wilderness and Cell city,” Molefhe highlighted.

QUOTE – THE CONTRACT SAYS:

, “…the General Partner shall be entitled, and hereby irrevocably authorized by the Defaulting Limited Partner, to dispose of the Defaulting Limited partner’s interest in Botswana Opportunity Partnership to one or more third parties at such price and on such terms and conditions as the General Partner, in its sole and absolute discretion, deems fit, provided that the General Partner first offers such interest, at the same price and on the same terms, first to the non-Defaulting Limited Partners pro rata to their respective Capital Commitments and then (if any interest remains) to the non-defaulting Fund LPs of any parallel Fund pro rata to their respective capital commitments…”

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