Trinity acts against R&E directors

The report says the three individuals hold identical positions at JCI, R&E\'s largest debtor, with demonstrable claims of up to R7bn, against JCI\'s assets of around R2bn. Cape Town-based Trinity argues, in effect, that it is impossible for Nurek, Gray and Nissen to serve on the boards of both entities. The situation is compounded by a ‘profit-sharing’ fee, now running at around R500m, that JCI allegedly owes Investec. Should the fee be paid, it will prejudice R&E, which has claims against JCI dating from at least 2002. A mediation process between the two entities, initiated mainly by Nurek and Gray, has obfuscated possible litigation by R&E against JCI. An additional obstacle to R&E pursuing its legal rights is the recent bid to merge R&E and JCI, a process initiated by the same directors. In separate litigation, Investec and JCI are being sued over the potential Investec fee by a group of JCI shareholders led by Montague Koppel, a London based lawyer and entrepreneur. In copycat litigation, Trinity is also suing on that issue. Full report on the Moneyweb site

Trinity Asset Management is also suing the Registrar of Companies for allowing Randgold & Exploration (R&E) to hold an allegedly ‘unlawful’ shareholder meeting on March 9 2007. The papers were served yesterday, notes a Moneyweb report. The R&E shareholder meeting of March 9 was chaired by Nurek, who termed the event ‘annual general meeting (AGM)’. Contrary to section 286(1) of the Companies Act, Nurek and/or R&E failed to produce annual financial statements. Nurek refused to answer a single question from shareholders. On the contrary, as it turned out, the sole purpose of the meeting was to eliminate from the R&E board its only two truly independent directors, Johan Blersch and Tom Dale, appointed last year. This happened, according to Trinity, because Allan Gray, the Cape Town based money manager, had already voted its shares separately in favour of Nurek, Gray and Nissen, and against Blersch and Dale. Allan Gray is the single biggest shareholder in R&E and JCI. According to Trinity, an apparent ‘pact’ between Allan Gray and Investec can be traced to at least August 2005, whereby the two entities ‘pledged’ to work together in the reconstitution of the boards of both R&E and JCI. Full Moneyweb report