Co-directors fight it out for control of broadcast company

The fight for control between two founding partners of a black-owned broadcast connectivity service provider could see MultiChoice cancelling the agreement for a multimillion-rand loan it had provided.

Last week, Thandeka Mothibe, the co-director of Kgatontle Satellite Operations (KSO), obtained an order in the high court in Johannesburg directing fellow co-director Phillip Seleke to reinstate her name as a director.

Mothibe said her name mysteriously disappeared from the Companies and Intellectual Property Commission (CIPC) register earlier this year, forcing her to go to court to have her name reinstated.

She said her name was “fraudulently” removed from the CIPC because she had allegedly resigned from the company — a claim she denied.

Mothibe also found herself being removed from her role as HR manager in the company earlier this year.

Correspondence attached to the court papers between Mothibe and Seleke shows that the dispute between the parties seemed to have begun in August last year, when Seleke expressed concern that Mothibe was ignoring requests from him. Seleke is MD of the company.

In one letter, Seleke said he had asked Mothibe on numerous occasions to copy him in on all her KSO e-mail communications.

Seleke insisted that this was not him talking to her as his co-shareholder, but rather in his position as MD — a position she reported to.

Seleke had also asked her to use an e-mail signature when communicating for KSO, and this had she refused to do.

After the order that she be reinstated as a director, Mothibe accused the MultiChoice Enterprise Development Trust (MEDT) of bias, saying she felt the company was siding with Seleka in the battle for the control of KSO.

In 2019, MEDT advanced a loan of R34m to enable KSO to run its operations. First repayments of the loan are due later this year.

In a letter written to the two co-directors dated March 26, MEDT's lawyers stated that it had entered into the loan agreement with KSO on the clear understanding that Seleke would remain integrally involved in the company's business.

The letter said MEDT believed he had the necessary skills and experience to ensure that KSO could successfully provide uninterrupted services to the MultiChoice group of companies, including SuperSport International.

The letter stated that MEDT would not consent to any arrangement that effectively meant Seleke would be excluded from the operation of KSO and its business, his removal as a director and/or the acquisition of his shares by Mothibe.

The letter was sent after Mothibe in January first offered to buy Mothibe out from KSO to resolve the impasse. Seleke refused — and instead made an offer to buy her out on  March 28, just two days after the MEDT letter.

“I had offered to buy his shares in February before the [alleged] fraudulent act [of being removed as director of KSO]. MultiChoice is biased in this matter. It is acceptable [to them] for him to buy me out but I need permission from MultiChoice to buy him out,” Mothibe said.

MultiChoice refused to comment on Mothibe's claims or on the dispute.

MultiChoice spokesperson Joe Heshu said: “We do not discuss private and confidential matters of beneficiaries with the public.”

In her court papers seeking reinstatement as a director, Mothibe said that after she and Seleke formed the company with equal shareholdings in 2017, KSO obtained the R34m loan from MEDT.

Mothibe said that in late 2019, Seleke consistently employed staff without consulting her. This included the employment of Esrom Sandani as technical manager — who he then allegedly started to involve in matters that were directly related only to shareholders or directors.

She said this situation led to a tense atmosphere, and Seleke started to “blatantly undermine my authority”.

In his affidavit, Seleke denied that he or Sandani removed Mothibe as a director of the  company.

“I am not aware of anything that prevents [Mothibe] from reinstating herself as a director,” Seleke said in his answering  affidavit.

Seleke said that before the company was formed, he was advised that he would require the involvement of a person who was technically qualified. This was why he approached Sandani during September 2016, and he later joined the company.

Seleke, in his court papers, said he suggested to Mothibe that they allocate Sandani a 10% equity stake in KSO. He added that Mothibe refused to part with 5% of her shares and proposed that she and Seleke give Sandani 2.5% each.

Seleke denied he ever informed Mothibe she would no longer be part of the company.

“I wanted [Mothibe] to disengage from the company while we dealt with our dispute in order to ensure that the company is not harmed any further.”

Following the order last week that Mothibe be reinstated as director, Seleke refused to comment to TimesLIVE.

“I am not prepared to make a comment on this matter. This matter is in court,” Seleke said.

TimesLIVE