| Mon 30 Jul 2007, 13:30 | | AER - Amecor - Further announcement on dispute wit |
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AER
AER
AER - Amecor - Further announcement on dispute with Rabie Van Der Merwe
AMALGAMATED ELECTRONIC CORPORATION LIMITED ("AMECOR")
(Incorporated in the Republic of South Africa)
(Registration number 1997/010036/06)
Share code: AER ISIN: ZAE000070587
("Amecor" or "the Company")
FURTHER ANNOUNCEMENT ON DISPUTE WITH RABIE VAN DER MERWE
Shareholders are referred to the announcement of Thursday, 26 July 2007
outlining the dispute with Rabie van der Merwe ("Rabie").
Central to the dispute is Rabie`s claim that he is due 83.9% of the 5 250
000 contingently issuable shares in Amecor in respect of excess profits as
set out in the agreement of July 2005 ("the agreement").
Amecor`s directors noticed during late 2006 certain discrepancies between
the first half of financial 2006 and the first half of financial 2007,
which appeared to include, inter alia, suppression of the opening stock
taken on at the time of acquisition of the FSK group. The agreement
provides for the issue of the additional 5 250 000 shares only on the
achievement of recurring excess profitsover and above warranted profits.
Suppression of the opening stock at 28 February 2005 would have the effect
of creating a one time non-recurring profit in financial 2006 on which
additional shares could not be awarded as these profits were of a once off
nature and not recurring. This is substantiated by the fact that certain of
the FSK profits have not recurred in financial 2007 roughly equivalent to
the amount of the suspected suppressed opening stock. Upon becoming aware
of this discrepancy the 5 250 000 shares were transferred into Amecor`s
subsidiary company Tisec Management Services where they continue to be
retained in certificated form as treasury shares. Rabie was repeatedly
invited to provide an explanation for the above but none was forthcoming.
Amecor commissioned an independent forensic reconstruction of the
manufacturing accounts for F2005 compared to F2006. The report confirms
that the opening stock was manipulated ("suppressed"). Rabie was invited to
invoke the arbitration dispute clause set out in the agreement to enable
him a forum and a right of reply. In the event of the arbitrator awarding
in favour of Rabie the contingently issuable shares would be released by
Amecor to him.
In the event of Rabie failing the arbitration process it was the intention
of Amecor to refer the outcome of the arbitration process and the
supporting documentation and auditors forensic reports to the relevant
regulatory authorities including SARS, and the attorney general to
ascertain if any fraud had been perpetrated or plotted by Rabie.
At the time of the arbitration negotiations Rabie was represented by the
highly reputable law firm Bowman Gifillan.
Rabie and his current adviser, Johannes Hugo Venter, met with Amecor non-
executive director Mochele Noge in mid July 2007 ostensibly to explore a
BEE transaction and the sale of Rabie`s existing 16 350 000 shares and sale
or abandonment of his contingent claims to the contingently issuable
shares.
On Monday 23 July 2007, Venter sent a written proposal to Mochele Noge
demanding:
i Payment of R38 million to the Trust account of Attorney Gerhard
Delport before close of business on Wednesday, 25 July 2007;
ii The immediate issue of the 5 250 000 contingently issuable Amecor
shares without the stipulated arbitration process; and
iii Dividends to be paid by Amecor on the contingently issuable shares to
Rabie.
The face value of Rabie`s 16 350 000 Amecor shares at 30 July 2007 is +/-
R18million at the current trading price of 120 cents per share.
It is the view of Amecor that the demand amounts to co-ercion, extortion
and racketeering in the sum of approximately R20million against Amecor, its
management and its current shareholders.
Amecor has other unresolved claims against Rabie and his wife Mara which
were to have been part of the (now abandoned by Rabie) arbitration process.
These include the discovery after Rabie`s forced resignation in October
2006:
i FSK company credit cards being used by Rabie`s wife, Mara without the
company`s consent or knowledge;
ii FSK company petrol cards being used by Rabie`s wife, Mara without the
company`s consent or knowledge;
iii Personal expenses of Rabie and his family being charged unlawfully to
FSK.
iv In return for agreeing to the co-ercion, racketeering and extortion
demands made by Rabie and Hugo Venter by no later than close of
business on Wednesday, 25 July, Rabie and Hugo bound themselves to:
v Withdraw from the arbitration;
vi Withhold "allegations" against Amecor; and
vii Cease and desist from being disruptive to Amecor, its business and its
staff.
In terms of the co-ercive proposal all claims against Rabie were required
to be withdrawn (in effect a gagging order).
The written co-ercion proposal was not entertained and the Company rejected
it out of hand.
Since 26 July 2007 Rabie, (who is currently resident in Perth, Australia)
and Venter, in the company`s opinion, have embarked on a campaign of
spreading malicious and foundless rumours about the board and management of
Amecor through inter alia so called "press releases".
The company is of the view that Rabie has:
- attempted to circumvent the set down arbitration process; and
- embarked upon a smear campaign of dirty tricks and malicious rumours
against the current management and board of Amecor in order to co-erce
sums of money from them unlawfully,
The Amecor board has resolved to:
i Refer the matter to the relevant regulatory authorities including the
SA Police, the Exchange Contol Department of the South African Reserve
Bank and the Receiver of Revenue for civil and criminal prosecution of
Rabie; and
ii Reserve their rights to claim damages against Rabie and Venter;
iii Propose that the relevant authorities apply for the extradition of
Rabie and his wife, Mara van der Merwe from Australia.
Hugo / Rabie co-ercive letter of demand (Exhibit A) is available for
inspection by shareholders at Amecor`s registered offices.
By order of the Board
Amecor
Attorneys Notaries & Conveyancers
HR Levin
Sponsor
Sansara Financial Services (Pty) Ltd
Date: 30/07/2007 13:30:01 Produced by the JSE SENS Department.
