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Sat Nov 01 06:43:32 SAST 2014

Toll-road BEE shares row

ROB ROSE, STEPHAN HOFSTATTER and MZILIKAZI WA AFRIKA | 04 March, 2012 00:15
A toll gantry. File photo.
Image by: SIMON MATHEBULA

ONE of the key companies responsible for Gauteng's R20-billion toll road is trying to strip one of its main black shareholders of his shares.

Pretoria-based Tolplan has previously been accused of "black empowerment front-ing" and now wants to take away Lennox Matshaya's shares because he allegedly spoke to the media.

In December, Matshaya accused Tolplan in court of "fronting" after it used his name to win the lucrative toll contract from the SA National Roads Agency (Sanral).

He said the company had not given him shares he was promised in 2007.

Tolplan is owned mainly by businessman Willie Pienaar. The company was responsible for the "feasibility study" for Sanral that recommended the toll road and was appointed to build and manage its 42 toll gates.

Pienaar admitted in December his company had clinched empowerment deals partly because "Sanral made it clear that any proposal would only be accepted if those things were included".

Though Tolplan refused to disclose its financials, it is estimated that the company has already scored more than R100-million from Sanral.

In a letter dated November 27 2007, Pienaar offered Matshaya 6% of Tolplan Operations, 4.15% of Tolplan Pty Ltd and 0.5% of Tolplan Investments.

But Matshaya was given only 9% of Tolplan Operations, resulting in him going to the High Court in Pretoria to demand the rest.

Tolplan, in its responding affidavit, says it wants to "terminate" Matshaya's share-holding in the group and strip him of his directorship .

Pienaar, as CEO of Tolplan, says in an affidavit he wants the court to order Matshaya's "shareholding in Tolplan Operations be terminated".

He also argues that "Matshaya should not be paid any amount for [his] shares". Instead, he wants the shares transferred back to the Willem J Pienaar Trust, his family trust, which effectively controls the company.

He says Matshaya failed in his duty of good faith to Tolplan by speaking to the Sunday Times .

"His unlawful actions have prejudiced and tarred [Tolplan's] good name and business standing immensely."

Tolplan is also trying to strip Matshaya of his directorship and has suspended him from duty.

In his affidavit, Pienaar says Tolplan realised last July that Matshaya was "probably not the right kind of [black empowerment] person that [we] required".

This was because he kept asking for advances on dividends owed to him. "It was clear that he was not adequately managing his personal finances and there were various complaints about the standard of his work."

Pienaar refused to reveal why Matshaya had been suspended when approached for comment. "This is an internal disciplinary matter that has nothing to do with the press."

He also refused to discuss why Tolplan is trying to take Matshaya's shares without compensation. "I would prefer not to talk about the court case because I'm sure that whatever you write won't be objective anyway."

Matshaya's lawyer, Ryan Fisher, accused the company of running a "campaign of intimidation".

"What is clear is that Tolplan is resolute in its intention to deprive him of his rights to those shares, and we're going to be proceeding in court."

He said Tolplan's argument for axing his client was flawed. "Matshaya never had any contact with the media, so I'm not sure how they can claim he harmed their supposed good name."

Matshaya's claim that Tolplan used him as "window-dressing" to woo Sanral have soured the relationship.

In an affidavit, empowerment expert Paul Janisch says he had "little or no say in the [company's] executive decisions" and his "rights as a shareholder" were denied him.

While Sanral has argued that the toll roads are necessary, consumers are ramping up pressure to prevent the project from going ahead in April.

Last week, Finance Minister Pravin Gordhan said Treasury would give Sanral an extra R5.8-billion to enable the cost for motorists to be slashed from 40c/km to 30c/km.

This hasn't dulled public anger. On Friday, the Automobile Association handed out "NO TOLL GP" stickers to motorists ahead of Cosatu's protest march on Wednesday. This week, ratings agency Moody's added to the pressure on Sanral by downgrading its credit rating.

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