Читать книгу VBS - Dewald van Rensburg - Страница 11

At the beginning of 2016, the irregularities at VBS seemed to be restricted to extremely bad corporate governance. Tshifhiwa Matodzi and VBS CEO Andile Ramavhunga hired old friends as consultants when they could and related parties repeatedly received generous loans. A patronage system was emerging with undeclared loans going to the PIC’s representative Ernest Nesane and Ramavhunga’s fealty apparently being bought with a second salary from Matodzi.

There were, on the face of it, also perfectly legal instances of mismanagement, such as VBS’s attempt to corner the market for funding the roll-out of government’s television set-top boxes. It led to some very ill-conceived loans totalling R270 million, which mostly defaulted. At the same time, however, some good ideas presented themselves. The ambitious plan to create the Shembe Unyazi Bank of South Africa was one.

Shembe Unyazi is the largest of the three factions of the powerful Nazareth Baptist Church. It is the second-largest church in southern Africa and takes its name from its leader, Mduduzi Shembe, also known as Unyazi lweZulu – ‘lightning bolt’ in isiZulu.

The plan was for VBS to back the creation of the Shembe bank and effectively force every single one of the church’s three million members to bank with it, to the extent that they would have to pay their church membership fees using new Shembe-VBS bank cards, which would also be their membership cards. VBS would let the new bank piggyback on its own banking licence, run its operations and own 60 per cent of the enterprise.1

Apart from the Shembe bank, there was also a plan to create a Shembe Unyazi mobile service and a veritable empire of branded products, all to be funded by VBS. Shembe was brought VBS’s way by the man who would later become the chief operating officer of VBS and then the COO and ultimately CEO of Vele Investments: Robert Madzonga. The church was his ticket into the VBS-Vele orbit.

Madzonga left mobile giant MTN in 2013 under a cloud of fraud and corruption allegations. He is a consummate churchman: a lay preacher and director of two churches that are registered as companies. One of these, Divine Healing and Deliverance International Ministry, was set up after VBS’s collapse. He also has business interests with Frank Kapenda, an evangelical preacher better known as Francis Winner, who runs Adonai Gospel Ministries.

As far as VBS is concerned, the Shembe story started in December 2015 when Madzonga claims to have struck a ‘verbal agreement’ to be a consultant to three different companies: Firmanox, Black Label Telecoms and Sabicorp.

Firmanox was a small media company that clinched the exclusive rights to produce and broadcast a dedicated Shembe Unyazi television channel for a period of fifteen years. It struck the deal in March 2015, and in July the modest new station was launched to broadcast church services.

Far more important to Firmanox than the television rights, however, were ancillary rights it had got from the church. It claimed to have ‘exclusive financial rights’ to develop products for Shembe Unyazi, including a church mobile service, merchandise and, most importantly, financial services. It just needed partners that were actually able to deliver mobile, manufacturing and financial services. Firmanox also needed someone to help pay the debts it had incurred with the creation of the television channel. Enter VBS.

‘They came into my life and everything was taken from me,’ Firmanox’s co-owner Simon Ntshayintshayi told me. ‘You know, I am not educated … I built my business from scratch on my own with my partner. From these guys who have master’s degrees and what what, we thought no man, how can they double-cross [us]?’2

The company now faces possible liquidation at the hands of VBS’s liquidator because, on paper at least, it received free VBS money. Ntshayintshayi claims that VBS and its cohorts hijacked all his plans.

The first plan to start gaining traction was the Shembe Unyazi mobile network. Black Label Telecoms (trading as Shembe Unyazi Mobile) was set up with Madzonga’s help. Its owner was Adrian Samuels, a Durban businessman best known for being duped into buying several kilometres of Transnet rail sold to him and his cousin by corrupt officials (no one accused Samuels of wrongdoing). Firmanox sold Black Label the rights to the mobile network.

Ntshayintshayi told me that he first met Madzonga through Black Label: ‘The first time I met him, it was as someone they brought from telecoms … they said he was working for MTN and he would assist with running the Black Label Telecom, that is exactly how he was introduced.’

The merchandising part of the plan involved a company called Sabicorp, also headed by Adrian Samuels. The manufactured products were to include uniforms, branded water bottles, energy drinks, umbrellas, key chains and even Vaseline – basic pilgrimage gear.

It is a little uncertain exactly how VBS became involved. Ntshayintshayi’s version differs from Madzonga’s. According to Madzonga, it was Firmanox who directed him to VBS.

Shortly after becoming a consultant to the three companies, Madzonga alleges he headed to Stellenbosch accompanied by representatives of Black Label and Sabicorp to meet with Capitec Bank. He wanted to pitch a financial services project in partnership with Firmanox. Judging by emails between the delegates afterwards, the meeting went well. On his return from Stellenbosch, Madzonga met with Firmanox CEO and Ntshayintshayi’s partner, Konanani Muleba, to give him feedback. Muleba suggested that they also approach VBS. His hope was that giving their business to VBS instead of a major bank would ‘promote empowerment policies’, Madzonga wrote in a sworn affidavit against his final sequestration in 2018.3

The Venda network was put to work again. To get to VBS, Madzonga resolved to go through the king. ‘I approached one Mr Paul Makhavhu, the advisor to the VhaVenda King, his Majesty Toni Mphephu Ramabulana,’ said Madzonga. ‘Makhavhu was to me the suitable person to assist me because the royal family is the founder of VBS. Makhavhu was happy with the idea and he made arrangements for [Muleba] and I to meet with him and the King in order to present our business concept to the King. Pursuant thereto, the King gave Makhavhu the blessing to introduce me to the stakeholders at VBS.’4

Ntshayintshayi has a different story. He alleges VBS came to them, presumably due to Madzonga’s intervention, and that he was sceptical at first: ‘I didn’t know the bank. I didn’t know there was a bank like that existing … Actually, they called me and I could not give them an audience, then they called my partner [Muleba], my partner was Venda … And then we had a meeting in their offices in Rivonia. Then we went there and we were introduced to the CEO and another white guy. I think he was in the bank or something.’5

The ‘white guy’ was undoubtedly Philip Truter, VBS’s CFO.

It was only after this, said Ntshayintshayi, that Madzonga began to show up for all the VBS-related Shembe bank meetings and he figured out it was all connected. Either way, by early 2016 Firmanox was pitching ideas to VBS.

A presentation prepared for VBS by Muleba proposed that the bank fund Shembe Unyazi TV and from there they could go on to create the new Shembe bank, selling financial products to church members with the invaluable endorsement of the church and its leader.

A memorandum of understanding (MoU) was signed that would see VBS own 60 per cent of the new bank, Firmanox and Black Label 10 per cent each, and a yet-to-be-established ‘Newco’ 20 per cent. It is not clear who this 20 per cent shareholder was meant to be, but Madzonga signed on its behalf while its contact person was given as VBS’s Ramavhunga. It seems unlikely that the church or its leadership would not be cut in somehow. Madzonga also signed on behalf of Black Label, while the company’s owner, Adrian Samuels, signed as a witness.

Madzonga hardly looks like the mere consultant he claims to have been. In the MoU, it is recorded that Firmanox would get a monthly ‘sponsorship’ of R666 000 for the television channel as consideration for diluting its share in the rights to provide Shembe financial services.

The most astonishing aspect of the document was that it envisaged all church members being issued membership cards that were also Shembe-VBS bank cards. Shembe churchgoers would have no choice but to bank with the new bank. Also strange was that the agreement indicated that enrolling all these new members/clients would cost only R5 million. There is no way that is even close to being right. That’s at most R2.66 per applicant; the paper for the forms alone would cost more than that.

Just as it signed much of the banking rights over to VBS, Firmanox signed the mobile rights over to Black Label. In an email to Madzonga, Samuels wrote that Black Label ‘does not need Firmanox or the Church to co-sign the MoU or any commercial agreements’.6 Firmanox’s role was steadily shrinking. According to Ntshayintshayi, VBS and co. effectively wanted to pay him off by settling all the debts Firmanox had incurred in its media business. At one point, Sabicorp apparently made a bid to simply buy the company and its rights.

‘I refused,’ said Ntshayintshayi. ‘For me it is about making black people realise that they will always cry about government, but there is a potential within themselves. The church would be valuable, the church can have an agreement to say whoever has an account at this bank, the church can get a rand or whatever … The church already had the plans there to build their own schools up to college. They are pushing their own religion. The plans were there and I came and said I can help you raise money for those projects. I bring in a financial services provider and then from each and every transaction the church gets something. Me, as a company, I will get something as well. And then when you have this telecom company, then you can have free minutes … say everyone must spend R50 a month and then they will qualify for an hour for free every day between themselves as church members. So there were a lot of things that I sold to the bank.’7

Ntshayintshayi’s own contributions to the Shembe church plan were forgotten, he said. Among them was the design of the prospective Shembe-VBS bank cards. ‘There were three types,’ he told me. ‘The leader was going to have his own card and then those who are higher were going to have their own and then there was going to be an entry level. I designed that myself … they printed the card and then they brought it and I took them to the church and the church approved.’

Firmanox’s business partners seemed to view them as more of a hindrance than an ally. They were not happy to have to go via Ntshayintshayi and Muleba. ‘They started to complain that they were looking for people in the church they can run the project with,’ Ntshayintshayi said. ‘Then they left me behind … I’ll tell you what they were trying to do. I introduced them to the one that was running the affairs, the business of the church. They captured him. The reverend in the church. They agreed that they can do this thing without me.’

The reverend in question was Mbongwa Friend Nzama, who is also the chairperson of the church and in control of its operations. A direct relationship with Nzama would help squeeze Firmanox out of all Shembe plans and even lead to the loss of its rights to the Shembe TV channel, Ntshayintshayi alleges.

The plan for a Shembe bank continued, but hit a seemingly insurmountable snag: the tiny mutual bank did not have the infrastructure to sign up millions of new account holders. Ntshayintshayi claims VBS went abroad for help. ‘They said they were engaging with another company,’ he told me. ‘I think they were talking to this company that was paying grants, what do you call them, Net1. Because their system could handle millions of people, so they wanted to talk to them, that is the information they gave to me. I think their offices are in London or something; they flew there to buy the system that can take the numbers. They were going to apply for the licence that was needed because they were going to work under their licence as VBS, but they said something about applying for a commercial licence and another one. I think there were two or three licences they wanted to apply for so that they can be fully fledged.’

Visa and Mastercard also had to approve the cards, Ntshayintshayi said.

These fundamental constraints would remain throughout VBS’s life. Late in 2017, VBS even found its way back to Stellenbosch to try to get a ‘white-labelled’ bank card deal with a major banking group, without success.

In the meantime, the Shembe mobile project seemed to be making more progress. Black Label secured a memorandum of understanding with MTN in February 2016 for the Shembe network to piggyback on MTN’s infrastructure. By May 2016, Tshifhiwa Matodzi and VBS were clearly involved on the mobile side. On the 31st of that month, Samuels wrote to Matodzi saying that he needed money for the telecoms business:

Hi Tshifhiwa

Iro Black Label Telecoms and its funding requirements, we also require the working capital as we have secured our Dbn offices and in the process of finalising the lease from 1 June 2016 … Per our recent request, we require same for month of May 2016 as per attached which is R4,588,500. As a minimum to meet monthly obligations, we require R745,000 and the balance of R3,843,500 by the end of this week. The funding must be paid into the following account …8

MTN CEO Mteto Nyati and chief enterprise officer Alpheus Mangale were invited to meet the church leaders at Shembe’s headquarters in Ebuhleni, KwaZulu-Natal. According to a briefing document prepared for the MTN delegates, they were to be met at the airport by Madzonga and Firmanox’s representatives and then taken to the holy mountain Nhlangakazi, where God had instructed the church founder, Isaiah Shembe, in 1910.

After meeting some of the church leaders, the MTN bosses would be off to an early supper at the Oyster Box Hotel in Umhlanga with Reverend Nzama, chairperson and administrative leader of the church. The next morning, they were due to visit the spiritual leader Shembe Unyazi himself. ‘As part of the spiritual culture, when visiting the leader of the Church, the MTN delegation will be expected to give some offerings (like Laptop and Phone handset) to the Leader for blessings,’ advised the briefing document. Ntshayintshayi said this business visit-cum-pilgrimage was repeated for VBS in relation to the bank deal.

The merchandising side also seemed to be moving. Following his 31 May email to Matodzi about money for Black Label, Samuels sent a second email to let Matodzi know that Sabicorp needed R833 500 in relation to the Shembe Unyazi Vaseline plant, to be paid into Sabicorp’s VBS account. Samuels forwarded this email to Solomon Maposa, VBS’s managing director for retail, with a spreadsheet detailing the funding requirements for the proposed plant. It looked like a profitable idea. Samuels projected that he would need R4.65 million to set up the plant and calculated a monthly profit of R1.23 million selling Shembe Unyazi Vaseline at R13 per 100-millilitre jar.

The Shembe church and its leadership seemingly did gain from its relationship with VBS and its associates. It received a R500 000 sponsorship in July 2016 from Black Label’s VBS account. More importantly, it later received significant sponsorships from Vele Investments. Vele’s bank statements record numerous ‘Shembe sponsorships’ totalling R4 million paid on 27 December 2017 and 4 January 2018. One transaction for R300 000 was marked ‘Mbongwa Friend Nzama’.

The real winner, however, seems to have been Madzonga. His work on the Shembe projects seemingly earned him consulting fees from all involved. Bank records show he got R400 000 from Sabicorp, R700 000 from Black Label and R880 000 from Firmanox, all in the first half of 2016. Investigators into VBS have called these ‘gratuitous payments’,9 but Madzonga insists they were legitimate consulting fees.

Madzonga testified that his payments from Sabicorp were because he ‘assisted the company with designs of their retail products and engaged with industry experts on their behalf in relation to negotiations relating to costs of service and incidental issues’.10

The plot thickens, however, as Firmanox, for one, insists it never paid Madzonga a cent. ‘Firmanox has never made payment to Robert nor his businesses,’ Ntshayintshayi told me. ‘As things stand, we do not know how possible it is that those payments were made.’11 This is despite the payments reflecting in both Firmanox’s VBS account statements and Madzonga’s Standard Bank account statements. To be fair, VBS bank statements were often deceptive. Many companies have told me they had no control over accounts held in their names. This has to be corroborated on a case-by-case basis, but it almost certainly happened to some people.

Firmanox, Sabicorp and Black Label ended up having a far bigger problem on their hands. They were all later found to have irregularly received millions from VBS for no reason whatsoever. Firmanox apparently got R19.5 million, Sabicorp R6.5 million and Black Label R5.5 million. ‘Firmanox do not owe anyone such amount,’ Ntshayintshayi insists. According to him, this money, which led to his company being identified as an illegal beneficiary of VBS money, was paid to settle Firmanox’s debts.

Needless to say, the plan for a grand Shembe Unyazi Bank of South Africa never worked out. Ntshayintshayi told me he should have known better from the start, at least when it came to Madzonga: ‘After I met him I googled … I found that this guy was said to have done so many wrong things with MTN, then I called a meeting and I spoke about him and they said, no, no, it won’t affect it, but it does not look good at all.’

Madzonga’s history would soon become a problem at VBS as well. A month after bringing Firmanox and the rest to VBS in February 2016, Madzonga claims he became a consultant for the other side – working for VBS to secure new business. In May 2016, VBS sent an application to the SARB to approve his appointment as COO of the bank. He started work immediately in a provisional capacity. According to him, he began raising corporate governance concerns straightaway and these ‘did not prove popular with the executives of VBS’.12

Many people have unkind things to say about him. One source described him as incredibly narcissistic. Another called him an incorrigible ‘arse-creeper’ when it came to ingratiating himself with Matodzi.

In his sworn affidavit, Madzonga said that it was really all down to Ramavhunga: ‘I wish to point out to the court that Ramavhunga is the only person who was uncomfortable with the implementations and as a result, we had constant fights which led to the acrimonious relationship between us.’13

But that’s not why Madzonga left VBS. The SARB wouldn’t let him stay. ‘I was informed by the then executives of VBS, including Matodzi and Ramavhunga, that my services were not needed as chief operations officer,’ Madzonga testified. ‘I was told that the Registrar had raised concerns about my appointment as chief operating officer.’14

They weren’t kidding. In a letter to VBS, the registrar of banks, Kuben Naidoo, was unequivocal about Madzonga’s unsuitability for the job. Apart from his lack of banking experience, there were concerns about allegations of misconduct and irregularities when he was the chief corporate services officer at MTN. The Directorate for Priority Crime Investigation (the Hawks) had investigated his role in supposed corruption around MTN’s sponsorship of an ICT indaba in 2013. A report by PwC had also found ‘alarming evidence of corruption’ at MTN relating to Madzonga signing off on fake invoices worth over R12 million.15

After the letter from the SARB, Madzonga was removed from his acting position at the bank – only to walk over to Vele Investments. And he would have literally walked over, since the two had offices in the same nondescript Metropolitan Office Park in Rivonia on the outer fringes of Johannesburg’s economic hub, Sandton.

Madzonga’s starting salary of R300 000 per month as COO was soon hiked to R500 000. Even Tshifhiwa Matodzi admits that Madzonga was an employee with expensive taste. ‘When I grew up, Madzonga was always ahead, he had all these fancy cars and all that, Lamborghinis and all that,’ the VBS mastermind told me.16

Madzonga may not have been the right man to run operations at VBS, but he was a good client. Between starting his consulting work for the bank and moving to Vele, he racked up R4.6 million in vehicle finance debt. In 2017, he borrowed another R5 million, buying a Porsche 911 GT3, an Audi R8 and a few more modest vehicles such as a BMW X5, a Ford Ranger and a Porsche Cayenne. Later, when VBS lay in ruins, he would tell the court he had always been an avid collector of high-end vehicles.

At VBS, the idea for a mass-based church product never went away. In 2018, as VBS was circling the drain, Ramavhunga wrote to the SARB setting out plans to bring the bank back from the brink. Among other things, he promised that ‘VBS is developing a membership system which will serve the Stokvel market and large membership groups such as churches’.17

The apparent architect of all these post-Shembe plans was Bhekwayinkosi Gift Manyanga, whose company Bhekwam Holdings signed a ‘Consultancy Agreement’ with VBS in March 2017.18 He would play a role in one of the largest VBS scandals near the end of the saga, but in the main he tried to push VBS into mass retail banking using ‘captive’ markets of employed people, such as members of unions and taxi associations. ‘Experience has taught me that church-related banking transactions amount to nothing, as we have seen with all banks trying to be banking partners with ZCC [Zion Christian Church] and other large church bodies,’ he told me in July 2020 via email.19

Among the deals Manyanga says he struck for VBS were ones with the South African Transport and Allied Workers Union (SATAWU) and the KwaZulu-Natal National Taxi Alliance for taxi finance and drivers’ private banking.

Meaningfully, he also got VBS a deal with the South African Municipal Workers’ Union (SAMWU). It was to last eight years and would see VBS become the exclusive or preferred provider of certain financial services to SAMWU’s members, including microloans secured by salaries and cheque accounts.

‘The Union shall to the best of its ability market the Services of the Bank to Union Members through various means, including, but not limited to, union meetings, newsletters and website,’ read the agreement.20 Ramavhunga and SAMWU president Pule Molalenyane signed the deal in August 2017.

VBS’s relationship with SAMWU went further. On 6 November 2017, the union re-mortgaged its headquarters in Johannesburg to VBS for R11.8 million. SAMWU had owned the building since 2007 and had given it to VBS as security for a loan. Manyanga told me the loan is being repaid to this day. Coincidentally, SAMWU’s senior financial officer, Bheki Maphisa, got a R1.4 million bond from VBS two days before SAMWU got its one.

Manyanga authored a five-year plan for VBS based on all the new business it could theoretically gain from these kinds of deals. Revenues would grow tenfold by 2022 and profits twentyfold.

Despite the SAMWU, Shembe and other deals being signed and looking like a big deal on paper, VBS failed to get much done in practice.

‘The Bank and its internal employees would have to then have to operationalise the deal therefore I cannot be held accountable for whatever inefficiencies that might have happened,’ said Manyanga.21

More to the point, had VBS actually got its act together and enlisted a new mass base of depositors, the scandal could have been infinitely more tragic. Compare VBS’s roughly 13 000 retail depositors to the Shembe church’s numbers or the membership of SAMWU. With the latter, there would have been a deeper implication: VBS could have lost both the money of municipalities and their employees.

In the end it is almost lucky that dreams like the Shembe Unyazi bank made way for the project that would consume VBS over the next two and a half years: building Vele Investments.

And it started with diesel.