The 2010 agreements were reached in settlement of claims between the two companies arising mainly out of the period when Kebble exercised effective control over both JCI and Randgold.<\/p>\n
The basis of the Randgold claim against JCI was that Kebble fraudulently sold off assets belonging to Randgold and secretly used the proceeds to prop up JCI, his flagship company.<\/p>\n
At one point Randgold’s claim against JCI amounted to about R5-billion, more than double the estimated value of the wrecked shell of JCI.<\/p>\n
The settlement resulted in Randgold receiving compensation from JCI worth about R900-million.<\/p>\n
The final agreement was controversial in that Investec took over effective control of both the companies when Kebble was ousted in August 2005 and, shortly before that, concluded a highly contested loan agreement to pump money into JCI.<\/p>\n
Minority shareholders argued that Investec and its nominated directors on both JCI and Randgold were conflicted in relation to both the inter-company claims and the loan agreement. The settlements, they claimed, were self-serving and not in the best interests of Randgold’s shareholders.<\/p>\n
Now claims of double-dealing by Investec or its agents — which the company has always denied — may finally be tested in court.<\/p>\n
The consortium making the claim includes share broker Anglorand Securities and is led by local businessmen Pat and Dave Smyth.<\/p>\n
Their application draws on the little-used section 252 of the Companies Act, which is intended to protect minority shareholders from “oppression” by those who control or run a company.<\/p>\n
It makes it possible for any member of a company who complains that the affairs of the company are being conducted in a manner “unfairly prejudicial, unjust or inequitable” to apply to the courts for relief.<\/p>\n
The courts have been reluctant to intervene in lawful majority shareholder decisions, but the Act does give them discretion to order a remedy, normally that the majority shareholders buy the shares of the aggrieved minority shareholder at a fair value.<\/p>\n
To make Investec liable it would appear that the minority shareholders will have to show that it actively and decisively manipulated the process.<\/p>\n
Dave Smyth declined to disclose the evidence on which the claim was based, saying the matter was not yet before court.<\/p>\n
![](\"2011\/04\/21\/amabhunganelogo2circlesmaller-708.png\")
<\/a><\/p>\n