20090602 Liquidation First Circular

EDWAFIN INVESTMENT HOLDINGS (PTY) LTD (IN LIQUIDATION) FIRST CIRCULAR TO ALL DEBENTURE HOLDERS AND CREDITORS DATED 2 JUNE 2009 THE JOINT PROVISIONAL LIQUIDATORS DETAILS : -

Graham Perry c/o GPA No. 10b, Village Office Park 2 Inkonka Road Kloof, 3610 Tel : (031) 764 4118 Fax : (031) 764 4124 E-mail : [email protected] Pierre Berrange c/o Berrange Incorporated Suite 1, The Mews, Redlands Estate 1 George Macfarlane Lane Pietermaritzburg 3201 Tel : (033) 3455331 E-mail : [email protected]

Thamsanqa Mshengu c/o Mshengu Insolvency Practitioners 64 Old Main Road Bothas Hill Durban Tel : (031) 765 6195 Fax : (031) 765 6199 E-mail : [email protected]

Edwafin Investment Holdings Limited (hereinafter referred to as “the Company”) was placed into provisional liquidation by the High Court of South Africa, Kwazulu-Natal Pietermaritzburg Division, on Friday the 22nd of May 2009, pursuant to an application brought by Dorothy Jean Griffin for the winding up of the Company. The Master of the High Court appointed Pierre de Villiers Berrangé and Thamsanqa Eugene Mshengu as the Joint Provisional Liquidators on an urgent basis on Monday the 25th of May 2009. Graham Bryan Perry was joined as a Provisional Liquidator on the 28th of May 2009. The application papers for the winding up of the Company were issued on the 16th of February 2009 and as such, the deemed date of liquidation is the 16th of February 2009. The liquidation application was opposed by the Company, who proposed that the Company rather be placed under judicial management. The Court granted the Provisional Liquidation Order and the return date for the Provisional Order to be made final is the 2nd of July 2009. A:

ASSETS

In the short space of time since the Joint Provisional Liquidators appointment, the following have been identified as the assets of the Company : / Pg 2…

- Page 2 1.1 1.2 1.3 1.4.

Office furniture and computers Generator Derivative Investments in U.K Shares and loan accounts in the following private companies : 1.4.1 1.4.2 1.4.3 1.4.4 1.4.5 1.4.6 1.4.7 1.4.8

1.5

Dynamic Motor Company (Pty) Limited; Rainbow Paints and Adhesives (Pty) Limited; Alexia Investments (Pty) Limited; Ruwenzori Property Options (Pty) Limited; Ruwenzori Trading (Pty) Limited t/a DTV; Edwafin Debenture Holdings (Pty) Limited; Edwafin Capital Options (Pty) Limited; Restore I.T. (Pty) Limited.

Share and loan accounts in the following companies registered abroad : 1.5.1 1.5.2 1.5.3

Protea Trading (Pty) Ltd Edwafin PLC in Ireland American Company – Details unknown at this stage.

The value of these assets at face value based on the collectability of same and the net asset value of the private companies are as follows : 2.1)

Office equipment and computers (as per valuation obtained by Joint Provisional Liquidators)

-

R270,000.00

2.2)

Generator

-

R 90,000.00

2.3)

Computers, CCTV cameras (not yet valued)

-

R100,000.00

2.4)

Derivatives in U.K. (the UK company with whom the derivative investment was purportedly held, has been liquidated and the expected dividend to creditors in that estate is nil – This disposal is being thoroughly investigated)

-

RNil

2.5)

Shares and loan accounts in various private companies in which the Company is the 100% shareholder or majority shareholder 2.5.1)

Dynamic Motor Company (Pty) Ltd

(DMC)

The company holds 90% of the shares. This is the main asset in the estate. Notwithstanding investments by the Company of R106 Million initially in Ruwenzori Trading (Pty) Ltd t/a DTV which transferred the motor vehicle concept to this entity, DMC, its value is negligible. DMC developed, designed and assembled the Damara motor vehicle. The assets of DMC are valued by the Directors at approximately R800,000.00. The creditors are R1,2 Million plus the Company’s claim of R27 Million. This entity is clearly insolvent and may well have to be liquidated. The potential dividend, after costs, in the entity is estimated at R250,000.00.

/ Pg 3…

- Page 3 2.5.2)

Rainbow Paints and Adhesive (Pty) Ltd The company holds 90% of the shares. The business was sold out of the company on 9 February 2009. The Joint Provisional Liquidators are carefully examining this transaction and to establish whether the sale was properly authorised. If the transaction was not properly constituted an amount of R1,000,000.00 could become available to creditors.

2.5.3)

Alexia Investments (Pty) Ltd The Company holds 100% of the shares. The only asset is an immovable property. The shares of the Company were sold and R650,000.00 of the R1,85 Million purchase price has been paid. The balance of the purchase price is to be paid to First National Bank who hold a bond over the property. This is an executory contract and the Joint Provisional Liquidators must decide to abide by or resile from the contract. The net equity of the company, presuming that the transaction does not proceed, is R650,000.00.

2.5.4)

Other companies referred to in para 1.4.4 to 1.4.8 These are dormant companies with no assets and no equity.

2.5.5)

Foreign companies referred to in para 1.5 The net asset value of these companies is not yet known. We are investigating same.

From the above you will note that the Company’s assets are predominantly shares and loan accounts in entities. Certain of these entities will need to be dealt with by further liquidations and disposals by those companies. These are lengthy processes with funds only accruing to the Company, months if not years, from today’s date. The Company’s bank account is overdrawn and staff, who were still working on 23 May 2009, have not been paid since 31 March 2009. B:

LIABILITIES :

The liabilities of the Company are as follows : a) b) c) d) e)

C:

South African Revenue Service Staff Debenture holders Loan Account Creditors Redeemable Preference Shares

R 1,481,750.00 R 600,000.00 R199,613,617.00 R 10,665,275.00 R 16,099,911.00

Total

R228,460,553.00

RECOVERY FOR DEBENTURE HOLDERS AND CREDITORS

Based on the current scenario, there is no prospect of a dividend. Unless our investigations uncover further assets, there is no likely recovery for debenture holders and creditors, as staff claims and the claim of SARS must be paid in full before any other creditors are paid.

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- Page 4 D:

FORENSIC AUDIT / ENQUIRY The Joint Provisional Liquidators have taken control of the assets, as they are obliged to do as caretakers, including the computer records. The computer records have been downloaded, backed up and imaged to preserve same. It appears to the Joint Provisional Liquidators that a forensic audit will be required to interrogate the accounting records and witnesses will be required to testify in terms of Section 415 or 417 of the Companies Act. This is a costly exercise and can only be undertaken if there are funds available to the Company and/or creditors and/or debenture holders agree to fund such costs. Once the Joint Provisional Liquidators have a more accurate assessment of the assets and the liabilities, this matter will be addressed further.

E:

INSURANCE POLICY The Company had Professional Indemnity Cover limited to R20 Million. The insurers have been notified of the liquidation and that the Liquidators are actively obtaining information to see if this claim can be pursued.

F:

CRIMINAL INVESTIGATION The Commercial Crime Unit KZN had commenced investigating the Company before liquidation. The Joint Provisional Liquidators have had various meetings with them to share information and to establish what action, if any, needs to be taken.

G:

WEBSITE With over 1400 investors, many of whom do not have e-mail addresses, communication is going to prove difficult. The Company had a website which is no longer working. The Joint Provisional Liquidators will have the website reinstated as soon as possible so that investors can peruse and download the circulars reporting on progress.

H:

LIQUIDATORS’ FUNCTIONS The Joint Provisional Liquidators’ functions are to be split as follows : 1.

Administrative functions will be attended to by GPA. This includes progress reports, circulars, claim documents and general administration.

2.

Legal and forensic investigation will be attended to by Berrange Incorporated, assisted by Mshengu Insolvency Practitioners. This includes the interrogation of the accounting records and the legal enquiry which will be held.

As such please direct all your queries and correspondence which is not related to the actual investigation to GPA.

I:

FURTHER REPORTS Please provide GPA’s offices with your contact detail, preferably an e-mail address. Reports will be sent out from time to time and posted on the website.