A TWK shareholder has demanded an unbiased forensic audit of the CTSE-listed used farming co-op because he believes no doubt one of Markus Jooste’s Steinhoff intimates, Piet Ferreira, is up to the tricks reminiscent of those exposed in SA’s most keen ever fraud. His suspicions were infected after a member of the audit sub-committee of the TWK board issued four falsified FNB bank “ensures” for an R11m firm debt. FNB impressed the shareholder to attach a charge of fraud towards the TWK director, which has been done. That came on top of a huge lengthen in TWK’s profits and asset values – rubber stamped by Ferreira’s central perform as a director and chairman of the firm’s audit committee.
By Martin Welz
TWK Investments Ltd (TWK) listed on the Cape Town Stock Alternate on 30 November final 365 days. There are 39 million issued shares (at an inventory label of R35 per share) giving the firm a market capitalisation of R1.6bn.
Hendrik Johan Karel Ferreira is asserted in TWK Investments Ltd’s “Built-in Myth 2021” to were a director of the firm since June 2017 – which happens furthermore to be the 365 days his long and eventful profession at Steinhoff Global ended. Steinhoff lastly collapsed in December 2017.
HJK Ferreira, with a B.Compt (Hons) and CA(SA) after his name is Chairman of TWK’s Audit and Possibility committee and of its Nomination committee.
Many of the native shareholders within the farming districts the attach TWK modified into on the origin established as a farmers’ co-operative, were unless very just no longer too long ago unaware that Ferreira had been integrated as “piece of the dirty (half of) dozen of Steinhoff” in a BizNews article.
Or that as Wikipedia succinctly notes: “Piet Ferreira [as HJK was then better known], a used investment banker who joined Steinhoff in 2002, modified into instrumental in structuring its public choices and complex acquisitions at some level of his 15-365 days tenure.”
He’s positively the same person, as Steinhoff’s “Piet” and TWK’s “HJK” are recorded within the first charge CIPC register with the same ID amount.
Plenty has took dwelling at TWK since Ferreira’s arrival there, alongside with the appointment of his nephew, Thomas Ignatius Ferreira, as deputy chairman of the TWK board.
TWK used to be the acronym for Transvaalse Wattel-Kwekers kooperasie (Transvaal Wattle Growers co-op), with farmer contributors in locations comparable to Paulpietersburg, Piet Retief, Ermelo, Amsterdam and Carolina. In the unusual dispensation it modified into transformed to a firm with shareholders, who were largely the same farmers.
But in unusual years, varied non-farming acquisitions were made and in December final 365 days it grew to turn out to be a listed firm with its shares listed on the newly established Cape Town Stock Alternate.
Shareholders now integrated traders, “gamers” and speculators stumbled on shopping and selling on all stock exchanges. The appointment of an ex-Steinhoff director to the board is one other reflection of those changes.
Ferreira’s involvement could designate just a number of the questions posed by a alive to shareholder at on the unusual time’s Annual Overall Assembly that took dwelling on the Welverdiend Guest Dwelling in Piet Retief.
On 11 February, Frederick Carl Kluckow, the commercial director of Shift Capital (Pty) Ltd and erstwhile mergers and acquisitions consultant, wrote to TWK’s firm secretary asking for rep admission to to the accounting details underpinning the TWK’s published Financial Statements for the 365 days ending 31 August 2021.
He required rep admission to for a Forensic Audit which he wished to be done by Grid Forensic Accounting and Auditing.
Amongst the failings Kluckow wished interrogated modified into doable overstatements of:
- R214m in TWK’s disclosed profit;
- R496m in its working cash drift; and
- R222m stability sheet manipulation of land and structures.
Kluckow, who bought no response from TWK, claimed there are varied inconsistencies within the figures and valuations and an absence of the disclosure required by global accountancy principles and requirements
He says a huge selection of categories of property – mounted property, plant, instruments, exchange and diversified receivables, and extra – are valued according to so-called “stage 3 handsome label assumptions”, referring to intangible factors which are no longer with out tell similar. Steinhoff applied this solution to manipulate its financial statements.
Global financial reporting principles require that the valuation plan employed must aloof be fully described within the accounts; it must encompass quantitative details about the “predominant unobservable inputs”, and a reconciliation from the outlet balances to the closing balances.
Kluckow claims that TWK’s latest accounts don’t describe any of the ingredient required. He maintains this must aloof be of misfortune to someone the exhaust of the Financial Statements as a source of credible details.
He maintains: “I truly possess stable motive to factor in that the Board possess intentionally misstated the Financial Statements for the 365 days.“
TWK’s CFO, Eddie Fivaz’s response by the CTN stock exchange reads: “The shopping and selling assertion issued earlier than the originate of the 31 August 2021 financial outcomes is factually good in informing shareholders of file profits. […] profit sooner than tax increased by R142m from R159m to R301m.
“Highlights for the 365 days integrated the restoration of the profitability within the Trees segment and the Retail segment. The efficiency delivered by the mining trees products and trees sales from bear plantations supported sales within the trees markets which increased by 27%. The profitability within the Retail segment modified into supported by gorgeous shopping and selling situations, increased fertiliser volumes sold and seriously increased sales by the New Holland companies.”
The guidelines above is extracted from the Myth of the Financial Director integrated within the Built-in Myth [not from the Year-end financial statements themselves.].
Fivaz added: “The accounting policies were according to the policies applied at some level of 2020. On the other hand, management admire the indisputable truth that the necessities of Global Financial Reporting Requirements (IFRS) and global Accounting Requirements (IAS) will possible be complex for definite shareholders and as a result of this truth abet them to focus on any scenario or uncertainty with us or our auditors.
“As per IFRS and IAS principles the affect on property revaluation is never any longer integrated in Profit for the 365 days and as a result of this truth no longer integrated in earnings per share.” Which misses the level as such revaluation obviously inflates the mentioned procure asset label of the firm.
In addition, Kluckow furthermore requested extra details a couple of subsidiary firm listed as “TWK Guarantee Firm RF (Pty) Ltd“ which offered varied ensures underpinning borrowings listed within the annual financial statements for 2021.
“The motive for this demand is as a result of GHB Prinsloo, director and Interior Audit Committee member, issuing illegitimate FNB ensures and his exhaust of an illegitimate FNB Energy of Lawyer in December 2021 and January 2022.”
Gerhardus Beukes Prinsloo is a licensed attorney who practices as PGW Attorneys Inc in Ermelo. He has been on TWK’s board of directors since February 2020. Love HJK Ferreira, Prinsloo is furthermore a member of the firm’s Audit and Possibility committee and is recorded as having attended the entire latter committee’s conferences since his appointment.
In December 2021 and January of this 365 days, Prinsloo issued four FNB “ensures” for a total sum approved wanting R11 million. Quickly thereafter FNB confirmed they were “no longer legitimately ready, issued or authorised and were therefor null and void”.
The ensures were tendered to quilt a stability owed by a wholly-owned subsidiary of TWK Investments to Shift Capital, as definite by an adjudicator, for the come expenses of a looking mall and filling dwelling in Wesselton. Each and each are at the moment up within the marketplace.
On 15 December 2021 Prinsloo’s regulations firm addressed a letter to Shift Capital’s attorneys, Cox Yeats, in which he mentioned:
“Connected hereto a bank guarantee issued by Firstrand Financial institution on your consideration. Our client denies owing the amount claimed, which dispute will possible be [re-]adjudicated by arbitration, however the award [already made by a jointly approved adjudicator].”
As, pending arbitration, the approved thought of “You pay now and argue later” applies, the TWK subsidiary modified into required to directly pay the corpulent amount awarded by the adjudicator, sooner than it’ll discover the topic to arbitration. […] But, wrote Prinsloo, “our client is possibly no longer terrorised into making price of a superficial decision […]
“Our client has evinced (sic) its bona fides by offering the linked guarantee. The guarantee as a result of this truth constitutes unconditional safety unless finalisation of the arbitration,” Prinsloo, carrying his attorney’s hat declared.
Shift Capital’s attorneys, Cox Yeats were no longer gratified of his bona fides: they could merely score no such guarantee listed on FNB’s online register of ensures.
When Cox Yeats wrote to FNB querying the proffered “ensures” this is the acknowledge they bought on 22 December 2021 from Gys Wilson, FNB’s Product Head – Ensures: “Thank you very great for informing the bank of this. The purported guarantee is never any longer legitimately ready, issued of authorised by the bank, and thus no reliance could even be placed on it.”
It sounds as if unperturbed, on 19 January, Prinsloo issued three contemporary FNB ensures [so-called PIM3 guarantees] that collectively lined the authentic guarantee amount.
He then overtly registered them on the FNB web dwelling for property mortgage mortgage ensures – even although they did no longer describe to a mortgage mortgage, nevertheless explicitly to price of an arbitration award. (The FNB contract contains a clause that namely states: “This guarantee will possible be null and void within the tournament of any of the situations no longer being related to a property transaction.”)
When challenged, on 24 January 2022 Prinsloo offered this weird explanation: “The motive for the three ensures is to uncover to your firm moreover your client that our firm is conserving money on behalf of our client that will even be used as safety for price of any amounts as a result of your client. The money modified into handiest transferred from TWK Investments into our trust story for functions of turning within the ensures.
“We ascertain that the guarantee issued will possible be honoured“ and, he added, “the 3PIM [FNB] ensures which are relevant to property transactions will now be cancelled.”
In a letter dated 25 January 2022 FNB Commercial in Johannesburg told Shift Capital: “Now we possess got investigated your demand and are in a residing to substantiate that [three replacement] ensures were issued [by Prinsloo] on 19 January in favour of [your] attorneys by FNB’s 3rd Birthday party Investment Manager (3PIM) intention.
“As indicated within the wording of the ensures below the Property Stipulations piece, ‘The guarantee will possible be rendered null and void within the tournament of any of the aforementioned situations no longer being related to a property transaction.’
Given that the location listed on the ensures is never any longer related to a property transaction, the ensures are all null and void, and they’ve subsequently been cancelled by the bank.
“No reliance must aloof be placed on the purported ensures. Failure to abide could end in losses and/ or approved implications.
“The Financial institution recommends that the topic be reported to the South African Police Companies by Shift Capital (Pty) Ltd. The Financial institution will present its co-operation to the SAPS must aloof we receive a subpoena for any details.”
As a , criminal prices were laid towards TWK Investments director Prinsloo with the Hilton police in which he’s accused of fraud, forgery and uttering.
In a letter addressed to the regulator on the Cape Town stock exchange, TWK’s Chief Financial Officer, Eddie Fivaz states: “TWK is at the moment investigating allegations relating actions of a director and management member of the Group and must aloof act within the correct plan, reckoning on the tip outcomes of the investigation and on suggestion of our approved counsel Cliffe Dekker Hofmeyr Inc.
“TWK is devoted to performing with honesty and integrity within the efficiency of their tasks and their non-public conduct, according to essentially the most keen ethical and moral requirements.”
- Stellenbosch and Pretoria University professional Martin Welz has devoted his life to exposing malfeasance and abuse by the effectively off and highly effective, once rapidly ending up in court as a outcomes of his disclosures. After a long time of producing award-winning exposés for major newspapers, Welz founded Noseweek in June 1993.
Read furthermore:
- Expend Rose: Pushing company SA into extra transparency, starting up with Steinhoff
- Steinhoff’s company crooks: South Africa chants ‘Ship them to detention center!’
- Christo Wiese and the weekend that Steinhoff unravelled. MUST READ!
After e-newsletter we bought the next assertion from Mr HJK Ferreira’s attorneys, Cliffe Dekker:
Our client resigned from his residing from the Steinhoff Board in December 2016. Our client took up a residing with TWK in June 2017. Your insinuation that our client had a perform to play within the appointment of Mr T Ferreira as deputy chairman of TWK is malicious. Mr T Ferreira grew to turn out to be a director of TWK in 2016.
We denounce as defamatory any insinuation of wrongdoing by our client at some level of his tenure at Steinhoff moreover in his demonstrate perform at TWK.
Please furthermore consult with the clicking originate of TWK launched to the Cape Town Stock Alternate earlier on the unusual time. Published below:
(Visited 23,829 instances, 1,232 visits on the unusual time)
