Thousands of famers and creditors have been left in the lurch after the Botswana Development Corporation (BDC) rejected a muliti million Pula bid from muliti international investors and instead went ahead with the liquidation of Batalana Ventures, court records show.
This follows a decision by BDC to approach the High Court to have Botalana Ventures liquidated. BDC through Talana Farms had a 33 percent shareholding in Botalana Ventures while Jan Willemse who is the managing Director of Botalana Venture held 67 percent shareholding through his company called Itiya.
In his founding affidavit, BDC, Managing Director Bashi Gaetsaloe said the corporation approached the court to have Botalana Ventures liquidated because despite demand for the payment of Botalana Ventures’ indebtedness to BDC in the sum of more than P11 million, the latter failed to pay the full amount it owes or any portion thereof.
In his replying affidavit, Willemse opposed the idea of placing Botalana Ventures under liquidation saying there was no need to because he had secured an investor called Hermes Financial Group International (HFGI).
He warned that it would be detrimental to BDC and creditors should the company be placed under liquidation as creditors would remain unpaid and BDC may not fully recover what Botalana Ventures owed to it.
He said if Botalana Ventures was to benefit from the investments of Hermes Financial Group International (HFGI) every single creditor would be fully paid.
According to court records, HFGI had written to Botalana Managing Director Jan Willemse committing to invest a t total of P46 million. The documents show that P30 million of this investment was to be utilised to offset Botalana Ventures’ indebtedness to BDC and the rest of its creditors. HFGI had stated that P10 million would be utilised as development capital for Agriculture activities.
A letter from HFGI Director Fredrick Bezuidenhout dated 22 February 2016, states that his company further committed to invest into Botalana Ventures; obtain 70 percent shareholding to maintain the producing of food products in Botswana. Itaya Holding which is owned by Wllemese was to remain with 30 percent shareholding.
HFDI also agreed to pay BDC all outstanding monies once all parties (Botalana and BDC) agreed a final settlement.
The international investor intended to appoint ‘Price Waterhouse in Gaborone’ to facilitate, negotiate a final settlement with all creditors.
“In an event the above is acceptable to all interested parties currently under litigation process, Hermes Financial Group need to receive and accept the latest Board Resoultion and or Court Order,” states Bezuidenhout.
On acceptance on the preliminary offer, he said, Hermes Financial Group was to provide an irrevocable bank guarantee from their Swiss bankers to an amount of P36 million to cover the disputed monies on other issues.
“When our legal team, Counzyn, Hertzog, Brooklyn, Pretoria, Mr Hans Oosthuin, received documentation reflecting our requirements, Hermans Financial Group will make available the said funds for Botalana Ventures, to resume and activate their envisaged action plan,” he said.
Bezuidenhout added that “Both the amounts herein mentioned are available upon a Hermes Financial Group Pty Ltd. Instruction to their bank in Switzerland, to SWIFT a same day clearance.”
Vijay Kalynaraman who was appointed by BDC confirmed receipt of offer from HFGI to fund Botalana Ventures and take over BDC’s shareholding.
In a letter addressed to Bezuidenhout dated 13 July 2016, states that Hermes Financial Group International should have addressed correspondence relating to their offer to invest in Botalana Ventures directly to him and not Willemse.
“Kindly note that your offer has been addressed to the Managing Director of Botalana Ventures and in our view your communications have been with the former Director of Botalana Ventures Mr Jan Willems.”
Kalynaraman stated that “We would like to confirm that your communications have not been with the Provisional liquidator. We cannot take responsibility of the information made available to you to come up with the offer.”
He informed Bezuidenhout that Talana farms, in April 2016, wrote to him as the provisional liquidator that they were cancelling the lease between Talana Farms and Botalana Ventures.
He added that in May 2016 the High Court issued a final liquidation order for Botalana Ventures.
“Based on the facts above we advised that you liaise directly with the Provisional Liquidator directly if you are interested in pursuing your offer,” said Kalyanaraman.
According to Kalyanaraman report dated 2nd March 2017 presented to creditors, he stalled an attempt by Willemse to appeal High Court Judge Nthomiwa’ decision that Botalana Ventures be placed under final liquidation.
Kalyanaraman reported that on account of the fact that insufficient information had been provided for the basis of the appeal and that he did not believe it to be in the best interest of the creditors to support the appeal and therefore he had not given his consent to lodge the appeal.
In his judgement, Justice Nthomiwa noted that the funds that Botalana Ventures had secured also sufficient to provide substantial working capital for the Botalana to continue its farming operations it would be unable to settle its debts if allowed to trade again as there are no viable turnaround strategies that would enable Botalana Ventures to become a solvent trading entity.