Читать книгу VBS - Dewald van Rensburg - Страница 9

In 2005, Tshifhiwa Matodzi and Maanda Phalanndwa launched Brilliant Telecommunications (‘Brilliantel’), which targeted municipalities for IT work. Matodzi, the chartered accountant, was CFO and Phalanndwa CEO. Another of the RAU alumni, Tsumbo Matambela, became the marketing director. Other Brilliantel employees would later make their way to new jobs at VBS, not least Takalani ‘Taki’ Veronica Mmbi, Matodzi’s ubiquitous personal assistant.

The varsity friends did well enough and the company continues to this day, with one significant difference: Matodzi’s name is now a dirty word at the Brilliantel offices.

Phalanndwa saw his friend change in those early days: ‘We were brothers, our families were tight. He was a very good guy until there was more money coming in. Then he started showing his colours, greed, doing things I did not agree with … He would do some funny things. Long before VBS. It just kept getting worse.’1

While the two built their business, a spectacular opportunity was brewing back home in Limpopo. VBS Mutual Bank, the tiny financier created in the former Republic of Venda, was sinking. The bank, which had started life as the Venda Building Society in 1982, was tailor-made to award mortgages to home owners in the old Bantustan’s communal land system where individuals did not have formal title to the land on which they lived or built. It wasn’t a fantastic line of business in the democratic dispensation as land tenure policies changed and the mortgage market opened up. By 2011, VBS faced collapse after years of stagnation.

In a last-ditch effort to turn the bank around, VBS transformed its shareholding structure to try to raise funds from existing shareholders. As a mutual bank, VBS was technically owned by its depositors. Their savings held at the bank amounted to interest-bearing shares that allowed them to vote at annual general meetings.

Depositors were invited to convert their savings into new shares. Around 400 took up the offer and the major outside shareholder, the Public Investment Corporation, converted its old shareholding into these new shares to own 26 per cent of VBS.

The PIC is a state-owned asset manager in charge of the pension savings of the entire South African civil service. It sits on the single largest pot of money on the continent. The PIC was only involved because it had inherited an interest in VBS from the civil servants’ pension fund of the former Venda Bantustan. This fund, like other Bantustan institutions, had been merged into its South African counterpart with the dawn of democracy in 1994.

After depositors and the PIC had bought into the new VBS shares there was still another 26 per cent left for the taking. For about R6 million, someone could become the bank’s major shareholder alongside the PIC. According to Phalanndwa, Matodzi somehow caught wind of this deal long before most: ‘In 2011, he [Matodzi] came and said, look he’s got an opportunity for us to own VBS. He thinks it’s a good opportunity. Where [Matodzi] got it, I don’t know; he said he spoke to some guy. They gave him information that the bank was making losses and the losses are minor and they need someone who can turn it around.’

Phalanndwa was keen on his friend’s plan. ‘To own a bank is a no-brainer, it gives us access to capital,’ he told me. ‘So I then said to him, okay, that’s fine, get all the information. We then had a meeting as shareholders [of Brilliantel]. We then delegated him to handle everything. So just about the end of 2012 he came back and said he had discussions with the shareholders and the directors of VBS. He met with the PIC and then they said he must start a consortium. So around January, February 2013 they came and said they are going to sell shares to us for about R6 million. We said, okay, fine, we will pay for the shares.’

Matodzi’s plan included mobilising Venda’s nominal ruling class: the chiefs and the king. ‘Because the bank was started by the king’s late father,’ said Matodzi (it was in fact his uncle), ‘we had to involve him; we wanted it to be the bank of the chiefs through that ownership because we thought that that would be our base.’2

Venda king Toni Mphephu Ramabulana, who had only just seen the Venda monarchy restored by a ruling of the Thohoyandou High Court, proved very receptive to the plan.

‘I did not know the king before that,’ Matodzi told me. ‘I think I did meet somebody within his circle that made me have a meeting with the king, and I presented … my proposal and that is how we created Dyambeu and we proposed that the king and his chiefs own 51 per cent.’

With that, Dyambeu Investments was born, named for a legendary seventeenth-century Venda king. The problem facing Matodzi, Phalanndwa and the king was that they did not have R6 million. And they had little prospect of raising that much money quickly. A potential co-investor who almost certainly did have the money was David Mabilu, the famous Venda construction magnate with solid political connections.

Phalanndwa told me that Matodzi ‘came back to us to say he had found David [Mabilu] and David is amenable to partnering with us. I didn’t know David at that time, I never had anything to do with David. I said, well, David is a credible businessperson, I know who he is.’3

The link between the then unknown thirty-five-year-old Matodzi and the multimillionaire was the king. Mabilu told me that it was the king who convinced him to contribute R3 million to Matodzi and Phalanndwa’s plan to buy into VBS. At the time it was a lot of money for them, but less so for Mabilu.

‘The person who I knew very well was the king because he is the king of the Venda and I am Venda as well, and we were actually friends,’ said Mabilu. ‘So I knew the king, but the king met Matodzi and then they started Dyambeu trying to buy the 26 per cent from VBS. They were unsuccessful in terms of raising the amount of money required. Understand me, I didn’t even know about him [Matodzi]. I met him for the first time when the king said to me I am trying to do this and that with these guys, this guy is a chartered accountant, he knows a lot about banking and all that … I also got involved because of the respect I had for the king. I didn’t even do a lot of due diligence on all these things.’4

Mabilu ended up owning 24.5 per cent of Dyambeu through a special purpose vehicle called Promafco. Matodzi and Phalanndwa owned another 24.5 per cent through Brilliantel. The remaining 51 per cent belonged to the VhaVenda Heritage Trust, with the king acting as custodian for the Venda people as a whole. The king didn’t have to pay a cent. He also didn’t have to do anything – he was represented at Dyambeu by Paul Makhavhu, the young attorney who had won him the monarchy through an epic legal battle.

Phalanndwa told me that the king’s free ride caused friction right from the start: ‘So he [Matodzi] says no, this is what I’m thinking. He brought me some contract saying the king was going to be given preference [non-voting] shares and we would keep the ordinary shares between ourselves [Brilliantel and Mabilu]. Little did we know that he [Matodzi] was lying. Then he went to David and he said we resolved that the king must get 51 per cent, they must give the king 51 per cent. Now remember, David and the king come a long way. They have a long history, they have a very good relationship, one of many years.’5

Matodzi had told Phalanndwa that the king would have no vote, but arranged with Mabilu to implement the opposite. In the end, Dyambeu would have four directors: Mabilu, Matodzi and two of the king’s representatives, Paul Makhavhu and royal family member Edward Ramabulana. The king could now veto any decision. ‘They [the VhaVenda Heritage Trust] did not pay for those shares,’ Phalanndwa told me. ‘I was livid.’

Conflicts aside, the two old friends, the king and Mabilu now collectively owned 26 per cent of VBS through Dyambeu, putting them on par with the PIC. Phalanndwa and Matodzi would, however, soon clash again.

The PIC had sent its head of legal, Ernest Nesane, to serve on the bank’s board. According to Phalanndwa, Matodzi immediately tried to co-opt Nesane by giving him some kind of shareholding in Dyambeu. Having Nesane onside would have swung control of the bank in Dyambeu’s direction.

‘So I went to a wedding in the Eastern Cape [and] on a Saturday he [Matodzi] calls me and says, look, he proposed that we buy shares for Ernest,’ Phalanndwa claimed. ‘He said, no, it’s a strategy to manage him [Nesane]. We must give him patronage … A sweetener so that Ernest can push this deal. I said, no, I’m not going to be involved in such a thing. I’m not going to give Ernest anything. One, Ernest is an employee of government, he’s an employee of the PIC. I don’t even know Ernest, I have never met him. I said, no, that’s not going to happen. He [Matodzi] got angry and then he hung up. Then later on he comes back and says, ja, you were right on this issue of Ernest, he has taken it a bit far, he is going to retract.’

Matodzi led the way in assembling the executive team that would turn VBS around. It was decided in 2013 that the bank would recruit Andile Ramavhunga as its new CEO-designate, to be permanently appointed in 2014.

‘Andile, I know him well, for long,’ Phalanndwa told me. ‘I also met Andile on campus; we were all doing accounting. So Andile was the COO of Ithala bank in Durban. He was my friend, not Tshifhiwa’s friend. When Tshifhiwa wanted Andile to come into the bank he spoke to me and I said, well, Andile is a good guy, bring him in.’

In a City Press feature on Ramavhunga in 2017, he told a slightly different story. According to Ramavhunga, he had more of a longstanding relationship with Matodzi. He also claimed that Matodzi had even thought to take over VBS back when they were still students, almost fifteen years before it happened. ‘When we were at RAU, we always spoke about running VBS,’ Ramavhunga said. ‘All he did was remind me of the dream. I initially refused, but he was persistent.’6

As far as Mabilu is concerned, things ran smoothly at first, but they soon started to sour. ‘In 2013 we’re together, 2014 we’re together, coming up with strategies and all these things and getting the PIC to inject more funding,’ he told me. ‘That’s when … we, the board, started having problems with [Matodzi]. What he would do is that we as the board would agree as a collective this is what we are going to do, we need to do this and that and that, and then he would go outside the board and do something [else] … like somebody who can’t work in a collective.’7

Both Mabilu and Phalanndwa recounted how Matodzi would set up important meetings, ostensibly representing Dyambeu, without their knowledge. ‘This was around 2014,’ Mabilu recalled, adding that he realised they were dealing with someone who acted like a psychopath.

Things got so bad that Matodzi was temporarily removed from the Dyambeu board. ‘We took a decision as the board that we are suspending this guy from the activities of Dyambeu, we are removing him,’ Mabilu told me. ‘It was maybe … beginning of 2015.’

Phalanndwa was out of town at the time. ‘I was at Ramavhunga’s wedding,’ he recalled. ‘They suspended [Matodzi] as a director of Dyambeu. I came back and he told me these guys had suspended him, he thinks they are being unfair what what what. Then I wrote to Dyambeu to try and establish the reason. It was explained what he had done. I asked him why did you do this, and then he says he made a mistake and then we left it. But the guys did not budge because it was a properly constituted meeting and they took a decision to suspend him. Then he went to the king.’8

The king in turn went to Mabilu. ‘[The king] requested a meeting with me and then he said to me, no he’s pleading that I must convince the board to reconsider the decision because this guy, he made mistakes,’ Mabilu told me. ‘He [Matodzi] went to see the king and apologise for not working together with the team and all this, he’s not going to do it again. And the king also told me that this guy, sometimes when I don’t have petrol or the tyres are finished the guy would assist me, so please man … The king did not have anything. That’s why Matodzi was able to buy him tyres, he was able to give him money for alcohol, petrol, petty stuff like that.’9

Even though Mphephu Ramabulana was royalty, by all accounts he was not even close to being a wealthy man and trivial financial favours could go a long way. Phalanndwa said that when Matodzi realised Mabilu assisted the king, he ‘decided to assist him more. Then the king fell for the trap.’10

Mabilu caved, and with the king and the king’s representatives in Dyambeu on his side, Matodzi was invited back onto the board. It was the first in a chain of events that would rapidly see Matodzi rise from obscurity to, for all practical purposes, take over the bank. ‘When we brought him back, the guy came back with a plan,’ said Mabilu.11

‘Dyambeu was my baby,’ Matodzi told me. ‘With loans and with how we should structure things, almost immediately there was this vindictive environment. In a bank, believe me, there is politics on a daily basis. Even in the big banks, there is always an issue, but you need to handle that without mistrusting each other.’12

One problem, according to Matodzi, was Mabilu’s ego: ‘Dyambeu was very toxic. Mabilu’s character – it’s a one-man show, and a bank does not need that.’

But the larger problem that hamstrung Dyambeu, Matodzi claims, was that he was the only one who actually understood banking. ‘The rules of banking are very different from the rules of a normal company,’ he said. ‘When you try to explain to them … when you go to Dyambeu to say this is a problem, they don’t understand … That’s where it all started.’

In Matodzi’s version, the deadlock inside Dyambeu made it an ineffectual shareholder, unable to give strategic direction to the bank. ‘We disagreed,’ he said. ‘Nothing was moving, there were personality clashes. In the whole bank, from executives, there was a lot of frustration … there was a lot of divide and rule … you can ask them how many times the Reserve Bank was threatening to shut down the bank.’

Matodzi claims that the bank’s management practically begged him to stage a coup.

That coup began on 24 July 2015 at VBS’s AGM, where it became clear that Matodzi had gone to great lengths to lay the groundwork.

There were a number of VBS board seats to be filled and Dyambeu wanted to bring in new blood. ‘In 2015 we sat as the board [of Dyambeu] and we agreed what must happen,’ Mabilu told me. ‘Who are the people we want to see? We recruited people who have bank experience who will assist us in terms of taking the bank forward. We identified a few names of key people. Matodzi was not part of that [list].’13

Despite the Dyambeu directors having agreed on paper whom to nominate to the board, at the VBS AGM an individual from the general body of shareholders nominated Matodzi, seemingly out of the blue. ‘So when we went there those people there, one of them nominated Matodzi,’ Mabilu recalled. ‘But Matodzi is part of Dyambeu … The logical thing is that he must decline. [He must] make sure that the people we have agreed, all of us as a collective, get in the board. [Instead], he got himself into the board.’

Matodzi’s coup was achieved through simple grass-roots mobilisation before the AGM. He was apparently the motive force behind a grouping called the VBS Shareholders Forum. Phalanndwa explained it to me: ‘So this is how he becomes a director of VBS. He started some forum. This forum is called VBS [Shareholders] Forum, but literally it was just his mouthpiece. They were permanent shareholders, depositors. These guys owned 1 per cent, 2 per cent … there were a lot of them. So he started an organisation.’14

Phalanndwa admits he was partly responsible. The creation of the VBS Shareholders Forum was conceived as a way to outvote the PIC, which had an identical shareholding in VBS to Dyambeu. Phalanndwa had initially thought it a good idea to shore up support for Dyambeu: ‘When he [Matodzi] started this thing, he says to me the PIC is a problem so he thinks we must get a voting bloc. So initially I was amenable to it, but then there were rifts between myself and him and David …’

Matodzi hijacked a plot meant to benefit Dyambeu as a whole. ‘You see, Matodzi was being very clever with his own things planned,’ Mabilu said. ‘He controlled that entity.’15

Madambi Muvhulawa was one of the original board members of VBS when the bank was formed in 1982 and served as chairman until that AGM in 2015, after which he retired. He told me the same story: ‘These guys organised that the current board should be removed at an AGM … They organised most of the shareholders here in Venda, they called them up, somehow they got their contact [numbers] and they called meetings secretly and they mobilised them to say we must go to the AGM and agreed that they voted that board out.’16

Matodzi argues that Dyambeu knew all about the forum and had never decided he could not be a director. ‘That’s not true,’ he told me, claiming that they wanted him on the board. ‘The question was me being chairperson. The agreement was I need to be a board member, and then there was a guy from Telkom, Manelisa [Mavuso, a former Nedbank and Telkom executive who had been a VBS board member since 2014], that they wanted to be chair. It was not that they did not want me on the board.’17

Whatever the mechanism, Matodzi was now an ordinary director of VBS.

Mabilu said he was furious with Matodzi, but the king stepped in to defend him once more: ‘The king called me again at his residence in Venda and he said, no no no, it’s fine man, let’s forgive this boy again and what what what.’18

The first meeting of the new board was scheduled for 24 August 2015, where they would elect a chairperson. ‘So we sat as Dyambeu to discuss our own position. With Matodzi in the room,’ said Mabilu. ‘Then we said there is a guy called Manelisa Mavuso, he is going to be the chairperson. He used to be with Nedbank. He was a banker. We compromised and Matodzi was going to be the deputy chairperson. We even asked the king to lobby with the PIC representatives. Then they [the new VBS board] had their first meeting where the guy we said must be the chairperson is not even nominated.’

As far as Dyambeu knew, they had the votes of Matodzi and the PIC representative on the board for their chosen chair. It was a done deal, until it wasn’t. ‘Matodzi came out as the chairperson and I can remember … I picked up this thing was cooked with the king,’ alleges Mabilu.

For Mabilu, Matodzi’s betrayal was unsurprising, but he now suspected that his old friend the king had been drawn into the plot: ‘I pick up the phone, I call up the king and say to him, thank you very much, I realise you are not the kind of person I can deal with.’

Phalanndwa also lost an old friend. ‘Now Tshifhiwa was chair against the wishes of Dyambeu,’ he said. ‘The wheels have come off. He was a non-executive chair, but he did work like it was his own company.’19

Matodzi shrugs off these allegations. ‘It is the board members that elect me chair, I don’t elect myself,’ he told me.20