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    21 December 2007 Xerox. The OriginalXerox. The Original

    INVESTEC/JCI

    Bitter Kebble harvest



    By Rob Rose


    Banking group Investec, which has been attacked for its alleged greed by shareholders of mining group JCI, is now embroiled in something of a tiff with JCI management.

    This suggests a shift in the power dynamics at JCI, given the role that Investec has played at the two companies formerly headed by Brett Kebble, JCI and Randgold & Exploration (R&E).

    Investec first got involved in September 2005, when it lent Kebble R460m to save JCI. In exchange, it would be repaid and get a "raising fee" equal to 30% of the growth in JCI's assets.

    Kebble was assassinated a month later, but the new bosses were able to recover enough assets (remnants that Kebble hadn't looted) to suggest Investec would make a killing of more than R450m for the fee.

    However, some JCI shareholders - including London-based lawyer Monty Koppel - slammed Investec for the "extortionate and unconscionable extraction of value", saying that Kebble would have signed virtually anything at that stage.

    This isn't small change. JCI's calculation of a R453m liability to Investec would account for 22% of its R2bn net asset value, and would boost Investec's earnings by nearly 10%.

    But JCI's board has stood resolutely behind Investec - which may not be surprising, as JCI and R&E are chaired by Investec's David Nurek.

    It seems this dynamic is changing. Last week JCI said there were now "differences between JCI's and Investec's interpretation of the loan agreement". It says this relates to how Investec values JCI's stakes in R&E, wine estate Boschendal, and mining investment house Jaganda.

    Investec, it seems, is claiming R120m more than the JCI directors believe they are worth. Using JCI's arithmetic, the "raising fee" would be R453m, but using Investec's, the total is R575m.

    This clash must create some uncomfortable board meetings, given Nurek's chairmanship of both JCI and R&E.

    Nurek says he's "not involved" in the discussions over Investec's fee, because he is "conflicted".

    JCI CEO Peter Gray plays down this conflict. "We're not really in dispute, there are just differences in how you calculate the fee we owe," he says.

    Gray says that while Investec has taken "optimal values" for certain assets, JCI wants lower values applied. But he also confirms that he is in negotiations with Investec to exclude "certain items" when it comes to paying JCI's fee.

    Quite whether Investec recovers the full fee remains to be seen. Koppel is in the midst of a court clash with Investec over this fee - a tiff replete with allegations of bribery and dishonesty. But if Koppel loses, it seems Gray will look to negotiate down Investec's fee.

    Against this backdrop, there is the small matter of trying to merge JCI and R&E, which would finally allow the companies to begin trading again on the JSE. Gray and the other directors have proposed merging on the basis that R&E shareholders get 95 JCI shares for every R&E share they hold.

    Though objections were made to the Securities & Regulation Panel over the poor disclosure in the merger circular, Gray expects the circular to be released "early next year".




    Peter Gray - Playing it down



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