News analysis

The Palmietfontein property the GEPF bought for R5
The section of land between Klerksdorp and Stilfontein. (Satellite image via Google Earth)
  • The Public Investment Corporation (PIC) has paid R586.5 million for a piece of farmland between Klerksdorp and Stilfontein, on behalf of the Government Employees Pension Fund (GEPF).
  • The PIC plans to build a new suburb there.
  • But the price has raised eyebrows – and that's before counting the shares the sellers still hold in the land.
  • Here's how the deal went down, and who scored from it.
  • For more stories go to the Business Insider South Africa homepage.

The Public Investment Corporation (PIC) has invested well over half a billion rand of pension money from government employees in a piece of empty farmland between Klerksdorp and Stilfontein in the North-West province.

The price and location have already drawn sharp questions – as has the PIC's plan to build what amounts to a new suburb

But there is more to the transaction. The nature of the deal means that two opaque companies, each with a single director, seem to be the big immediate beneficiaries, gaining value that outstrips the purchase price paid by the pension fund.

Between them the two companies, Anglo Saxon Developments and Moedi Bosele Investors, have claimed R837 million in value from the deal, by Business Insider South Africa's calculations.

They have also been bailed out of around R137 million worth of trouble with an entirely different pension fund, one that looks after municipal councillors.

Those gain come courtesy of the Government Employees Pension Fund (GEPF), the massive umbrella pension structure for government employees, which has its money managed by the PIC.

The GEPF is a defined benefit fund, which means the payouts due to its members are guaranteed regardless of how its investments do, with the likelihood that taxpayer funds will ultimately be used to cover any shortfall.

Neither Anglo Saxon nor Moedi Bosele on Thursday responded to requests for shareholder details, but the former is controlled by a mother-and-daughter team, and the latter's only director is a medical doctor.

The PIC plans a new suburb for Klerksdorp – and says it struck a good deal.

On Thursday the PIC confirmed it had bought 60% of farms on either side of the road between Klerksdorp and Stilfontein, next to an existing mall, on behalf of the GEPF.

"The PIC plans to develop a new mixed use precinct on the land over time," the organisation said in a statement it attributed to its head of corporate affairs Deon Botha.

The PIC believes it can turn the land into a "decentralised suburb and attract corporate and government tenants for the offices", plus create retail space that will be that "will be complementary" to the adjoining Matlosana Mall.

And the PIC holds that the price it paid was fair, with an independent valuation conducted as part of its due diligence exercise.

"Regulatory requirements in relation to the land, which include municipal approvals, environmental impact assessments, have been met," it said.

The PIC ignored questions on the identity of the valuer, and details of the valuation – and likewise did not comment on whether it was, in part, bailing out another pension fund, the Municipal Councillors Pension Fund (MCPF).

How R137 million went from one pension fund to another

The farms the PIC bought belonged to Isago@N12, which has for many years been touting the development potential of its holdings –until it ran into trouble with the MCPF. 

In mid-2015 Isago sold a dozen pieces of land to the MCPF for R136.8 million, but all was not well with the deal.

The MCPF was put into curatorship in late 2017, and as its new administrators came to grips with its accounts, the Isago transaction stuck out. The price seemed to have been very high, with no justification. Some R95 million of the land never made it onto the MCPF's books; instead the pension fund held shares in Isago that its curators listed at the par value of the shares – R24.

Facing court action and liquidation at the hands of the MCPF, Isago agreed to repay the entire amount. But it had no money, documents around the recovery process show, and it had to wait on regulatory clearance for a big deal: the sale of farms to the GEPF via the PIC.

After the PIC paid its R586.5 million, records show, the Isago settled its debt to the MCPF, which came to a little over 23% of the cash paid for the farms.

But there was still money, and land, to spare.

The GEPF's money only bought it 60% of the land Isago held. The other 40%, according to deeds office information, is owned by "Isago Prop Holdings" – a name that is not accidental.

Because the GEPF already has extensive property holdings, competition authorities got involved. In that process the plan for the farms emerged, as did more details of the parties involved.

The seller of the land, those documents show, was Isago@N12, mostly owned by Anglo Saxon Developments with Moedi Bosele as a 26% partner.

Buying 40% of the land would be "Isago Holdings", mostly owned by Anglo Saxon with Moedi Bosele as a 19.5% partner.

Other than that shift in percentages, the only difference between the old Isago and the new version was the introduction of the South African Military Veterans Association as a new shareholder – at 1%.

Here's how the numbers break down for the two single-director companies.

The PIC paid the original Isago R586.5 million of the GEPF's money for 60% of the farms. At that point Isago version 1 owed the MCPF R136.8 million. Subtract that and Isago's take was just under R450 million.

That would put the money due to the two shareholders of the original Isago at R333 million for Anglo Saxon, and R117 million for Moedi Bosele.

But that is before counting the part of the land they sold and got back.

Both Anglo Saxon and Moedi Bosele are also part of Isago Holdings, the new company that "purchased" the remaining 40% of the farms for what the deeds records as "nil" rand. The parties told the Competition Tribunal that Moedi Bosele will own 19.5% of the new Isago, the SA Military Veterans Association (SAMVA) will hold 1%, and that Anglo Saxon will control it; in the absence of any other shareholders, that will give Anglo 79.5% of Isago version two.

The cash paid by the PIC values the farms at a R980 million in total. Of that, R311 million still belongs to Anglo Saxon, and R76 million still belongs to Moedi Bosele.

Before expenses, then, the combined land value and cash due to each company is:

  • R644 million for Anglo Saxon, and
  • R193 million for Moedi Bosele.

The military veterans were not involved in Isago version one, so get no cash out of the deal, but their 1% land is now valued at R9.78 million.

Even so, the veterans may still count themselves lucky.

As the MCPF threatened to liquidate Isago version one, SAMVA stepped in to help stop that process, arguing it would be disadvantaged. In an affidavit dated 27 November 2018, SAMVA's representative Dudu Phama details the farms the PIC was about to buy – and puts their "current market value" at R850 million.

Six months later the transfer of the farms to the GEPF and Isago version two was registered, at a price 15% higher than that.

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