The Botswana Story

The Botswana Story

Following the discovery of diamonds in Kimberley and gold on the Witwatersrand in the late nineteenth century, the race was on to see what other riches Africa had in store and many prospectors headed northwards. However it was not a free-for-all, but rather controlled in a most gentlemanly manner. Most of the expeditions were sponsored by corporate backers in London and Paris and were conducted by teams that included more businessmen and lawyers than prospectors. The reason for this was that the first priority was not to determine the value of the gold or base metal deposits, but rather to secure the rights to do so over vast areas from the tribal chiefs. The biography of Cecil John Rhodes, The Founder by Robert I. Rotberg (Jonathan Ball, 2ed., 2002), illustrates this process clearly when it tells about the team that Rhodes sent in 1888 to negotiate with King Lobengula of the Ndebele, who ruled over much of what is today Zimbabwe.

The team included Charles Rudd, a wealthy businessman who was a principal in Gold Fields Ltd and held shares in De Beers, as well as Rochfort Maguire, an Oxford graduate and one of the up-and-coming star lawyers of the day. When they arrived, ‘Gbulawayo was … crowded with a motley collection of would-be syndicate creators, hunters, traders, prospectors and other hopefuls’. The king kept Rhodes’s party on a string for more than a month – they camped outside his kraal – while he considered his options, but eventually he awarded the concession to Rhodes’s team and it became known as the Rudd Concession. In return for paying Lobengula £100 a month and supplying him with guns and ammunition and an armed steamboat to patrol the Zambezi, the king ‘assigned Rudd and company “the complete and exclusive charge over all the metals and minerals situated and contained in my kingdoms, principalities and dominions…”’.

The concession gave the company carte blanche to do whatever was necessary to extract the metals and minerals and to protect their rights to the profits; it gave the company the right ‘to exclude all others seeking land or prospecting privileges from his kingdom’. [DID THIS END UP IN THE GLAZER’S HANDS?]

Lobengula had earlier rebuffed two explorers Frank Johnson and Maurice Heany, who represented the Northern Gold Fields Exploration Syndicate of Cape Town. Johnson and Heaney had gone to Chief Khama of the Bamangwato, who granted their syndicate certain rights to prospect throughout his territory, the Bechuanaland Protectorate. In terms of this concession, which became known as the Bamangwato Concession, they could to select one or more areas for mining, the aggregate of which could not exceed 20 miles square or 400 square miles. The areas were to be chosen by Khama himself, and the rights were subject to terms and conditions, rents and royalties and were granted for two years under certain stipulations and conditions.

In the same year, Lobengula granted the Tati Concession, which embraced an area of 1 300 000 acres (±5 260 square kilometres), to James Fairbairn and Samuel Edwards. [show map]

In March 1888 The Northern Gold Fields Exploration Syndicate of Cape Town sent two cablegrams to its counterpart in London, Edward Jones, confirming the discovery of gold. Jones then agreed to sell his ‘rights letter and interest therein’ to a Frenchman, Francis Ignatius Ricarde-Seaver, who represented his own company, Caisse des Mines. In exchange he deposits, as part payment, £300 [SHOULD BE £500? – NB] into the London bank account of George Alfred Gadson and Frederick Romer, and hands over 10 000 shares in his company to Charles Hennday Hall and the Vicente de Caze in Paris. But this is just a holding pattern while he waits for proof of Edward Jones’s authority to act on behalf of the syndicate. The agreement stipulates that once Ricarde-Seaver receives proof of Jones’s authority to act, he will have one month to register a company having 150 000 shares of £1 each and, within the same period, he must also cause to be subscribed 40 000 of those shares. £30 000 of the £40 000 thus raised will be applied as working capital and go towards the work the syndicate has done and is doing in the hot African field. £10 000 will be applied as straight compensation. Fifty thousand shares are to go to the syndicate, 16 000 to Jones personally and 19 000 to Caisse des Mines (although the company has the option to pay £10 000 in lieu of 10 000 of these shares). All these aforementioned are fully paid up shares. At its discretion, the newly formed company will be able to offer another 25 000 to Caisse des Mines (at £1 each) or its nominee within the first year. There are to be five ‘European’ directors, four local and one nominated by the Syndicate. There are penalties for both sides if the deal fails. (If Ricarde-Seaver fails to raise the capital in time – there is the feeling of a gold rush on the go here, and they only had two years to select their land for mining [CHECK] – or if Jones’s gold claim or prospecting rights proves unsubstantiated.

1888       21 April. BEC Ricarde-Seavers receives notification of Jones’s right to act on behalf of the syndicate and the race is on.

1888       BEC registered 25 April. Offices in Bulawayo and London. Chairman: Lord Gifford. Director: Edmund Davis.

Managers in South Africa for:

(a) Northern Territories (BSA) Exploring Company, reg. 19/2/1895, later the Northern Copper (BSA) Company (06/1899)

(b) Rhodesia Copper Company, reg 31/1/1902

(c) Rhodesia Broken Hill Development Company reg 30/11/1904

(d) Rhodesia Copper and General Exploration Finance Company, reg 5/3/1909

Agents in South Africa for:

(e) Kafue Copper Development Company, reg 31/5/1905

(f) Bwana M’Kubwa Copper Mining Company, reg 15/3/1910

Numerous and complex interlocking interests between these companies.

1888       16 May. BEC Ricarde-Seavers has raised the capital and the finalisation agreements are drawn up. It seems that Baron Henry de Rothschild is one of them – see The Founder, p252.) Like a sensitive donor organ, the letter of rights to the Bamangwato Concession is successfully transplanted into the BEC. (It’s probable that the BEC was competing with Rhodes for a Charter, but lost out when Rhodes’s emissaries Rudd, Thompson and Maquire, won the Ndebeleland concession from Lobengula in October 1888 (see The Founder pp256-86).

1890       23 April. Nominal capital of the BEC increased by 50 000 shares of £1 each.

1895       13 Feb. The British South Africa Company (BSA) grants to the BEC the ‘right to locate’ 100 square miles (10x10) ‘carrying ordinary mineral and land rights’. This along with 100 sq miles each for Messrs FR Burnham and Pearl Ingram. Also included ‘right to select’ 6 000 acres with coal bed beneath. The same was granted to Chartered Gold Fields Limited on the same date. 15 May. Having raised £25 000 capital, the grant to the BEC, Burnham and Ingram was formally confirmed.  21 May. JW Dore gets ‘right to locate’ 30 000 morgen, subject to his raising £10 000 capital.

These were later acquired by the Northern Copper (BSA) Company Limited, amalgamated and located in one block known as the Big Concession. The area was reserved from general prospecting by govt notice No. 32 of 1912 (section 5). On survey the area was found to comprise 700 square miles, which the company was allowed to retain on the same terms as the original grant. The whole grant was subsequently acquired by the Rhodesia Copper Company Ltd, who subdivided it. One of the divisions comprised three areas of 10 square miles each – called respectively Kafue Hot Springs, Sugar Loaf and Ninga. These will appear later in a letter from Sam Glazer to Mr Neil Armstrong of Armstrong Attorneys.

1895       22 July. Nominal capital of the BEC increased by 200 000 shares of £1 each. In other words it’s doubled from 200 000 to 400 000.

1899       17 April. BSA Company grants the BEC a further 10 sq mi. at Chenobie in response to application by BEC in view of recent discoveries of copper. Mineral rights to be ‘held on joint account in equal shares with the Company…’

1899       8 August. BEC Grant by BSA Company to Edmund Davis of the right to peg 2 000 claims in Northern Rhodesia, and to locate 25 farms of 3 000 morgen each, north of the Zambezi. BSA agrees to subscribe £10 000 at par, on condition it all gets spent ‘in connection with enterprise in Rhodesia’; that he transfers ‘the above grants to the proposed Company against the right to subscribe for 6 000 founder’s shares at par’ [PRESUME PROPOSED COMPANY IS BEC; WHO GETS THE SHARES? DAVIS? WHY WOULD THEY IMPOSE THAT CONDITION? – NB]; and that ‘the BSA will have the right to subscribe for 1 000 founder’s shares at par and to nominate two directors’. (Note that in terms of a vide letter dd 4/6/1902, BSA to The Gold Fields Company, the former acceded to the latter’s request that the right of pegging, which had hitherto been restricted to gold and silver, be extended to copper.) These rights were assigned to the Rhodesia Investment Company and from that entity to the Rhodesia Copper Company Limited, one of the companies that fell under the BEC’s ‘manager in South Africa’ mandate. From that entity, 1 690 claims were assigned to Rhodesia Broken Hill Development Company Limited, which fell under the same mandate, and the rest to the Rhodesia Copper & General Exploration & Finance Co. Ltd. From there they were assigned to Charterland & General Ltd, who agreed to abandon them, unexhausted, in 1955.

1901       30 Dec. Grant to Lord Gifford (Chairman BEC) of the right to locate – on gold & silver – 300 reef claims. Another for base metals (200 reef claims) followed in 1902. These rights were then assigned to Kalomo Syndicate, which in 1904 was also granted the rights to peg 300 alluvial gold claims. These rights [WHICH ONES IN TOTAL? – NB] were then assigned to the Northern Copper (BSA) Company Ltd. These were exhausted by the pegging of the Changweni alluvial claims which were afterward abandoned. In 1913 a Cert. Of Registration of a Special Prospecting Licence (No SL11) was issued by the Acting Secretary of Mines. [WHAT’S THE RELEVANCE OF THIS? – NB]

1902       11 Feb. BEC Edmund Davis is granted right to peg 1 000 claims north of the Zambesi on condition that he finds ‘responsible subscribers of £10 000 working capital … for the purpose of the grant’.  He replies the next day to say he’s  formed a syndicate with £15 000 subscribed capital, to which he transfers the grant gratis. Syndicate to be named The Kafue Syndicate Limited.

1902       22 Mar. BEC Northern Copper (BSA) Company Ltd and BSA agree that upon flotation of the former, the latter would hold on average 35%.

1903       4 Mar. BEC  In same letter granting Northern Copper the extra 200 square miles on the Big Concession, the BSA grants it the right to locate areas of 10 sq miles carrying mineral rights around each of the two series of sulphur springs which have been discovered near N’Kala and the junction of the Lunga and Kafue rivers. Mineral rights subject to same terms as Chernobie area. This in view of the fact that Northern Copper is willing to raise a further £100 000 for developing its concessions. BSA retains discretion to use the springs and the land around them for the establishment of ‘medicinal baths or other purposes’.

1906       15 July. BEC Ricarde-Seaver (still a director) dies. George Cahen appointed in his place.

1907       25 July. BEC Extraordinary General Meeting to reduce share capital by reducing their nominal amount from £1 to 10s.

1908       BEC Reginald Charles Cromwell Hockley, Member of the Middle Temple, appointed to the Board of Directors.

1910       28 June. BEC Bwana M’Kubwa Copper Mining Company Ltd acquires rights to locate a total of 770 claims. In 1913 it gets a Special Prospecting Licence No. SL9 and in subsequent years (up to 1931) it pegs a number of claims (see p13).

1912       BEC Lord Gifford dies. Sir Edwin Harris Drumming appointed in his place.

1913       9 Jan. BEC Rhodesia Copper & General Exploration & Finance Company Ltd gets Certificate of Registration of a Special Prospecting Licence, dated 11/2/1901 which confers right to peg 1 000 reef claims less those assigned to other companies (see p.14) leaving 660 pegable claims.

1914       2 Mar. Tati Company Limited (No. 134419) formed. Objects, inter alia: ‘to acquire and take over the undertaking and all or any of the assets and liabilities of the Tati Concessions Limited, incorporated in 1895’; ‘to carry on all kinds of exploration business’; ‘to carry on all kinds of financial and banking business’; to carry on business as miners’; ‘to acquire concessions, rights’; etc. Tati Concession passed to the Tati Co. Ltd., which takes over land and mineral rights by virtue of Freehold Grant No. 88. Reg’d at Mafikeng 23 May. Directors: Alfred Adam, Stanley Clay, Mining Engineer, Andrew Dodds Fairbairn, CA, Charles Vivian Thomas, Solicitor, George Benjamin Tydd, Stockbroker. Share capital £400 000 divided into 400 000 shares of £1 each, but not all 400k were issued and 15s. [CHECK– NB] per share credited as paid for those shareholders of the old company who were being allotted shares, etc. For list of these shareholders see p.4. Purchase price of asset given as £295 593. Certificate of Incorporation granted 6 March. Registered Office 18 St Swithin’s Lane, City of London (BEC is 19 St Swithin’s Lane), but changed to 28 Bishopsgate on 20 September.

1914       7 July . BEC Increase of nominal capital by £150 000 divided into 300 000 shares of 10s each in addition to the existing registered capital of £200 000 (400 000 @ 10s each). Therefore there are now 700 000 shares @ 10s each.

1914       10(?) Sept. The BEC takes over the assets and liabilities of Northern Copper in terms of the latter’s voluntary liquidation. It pays for the assets by means of a share swap [CORRECT TERM? – NB] – 207 000 shares in BEC are to be distributed to shareholders of Northern Copper in the ratio of nine BEC for every ten held (in Northern Copper), with any remaining shares to be ‘realised by the Liquidator and the proceeds thereof distributed by him for the purpose of equalisation’. BEC gives up to the Liquidator the 9 586 shares it held in Northern Copper. (There is confusing information about the result of the share distribution – the original is not clear. Words indicate ‘five hundred and one thousand seven hundred and ––––––– shares were issued, but the numbers given are 400 001 to 601 773, indicating 201 773. The numbers 2 050, given in words, and 5 050, also given in words, appear to be juxtaposed. See pp. 14-15.

1916       8 March. Deed of Transfer No. 159 (Addendum 1) in favour of Tati Co. Ltd, reg’d in Mafikeng. First records of mine production appear from this year. In December, Special Resolution passed reducing share capital from £400 000 to £300 000 by reducing nominal value of shares and issuing debentures.

1917       15 May. BEC Copy of Register of Directors or Managers reflects that Thomas J. Seel, director and chartered accountant, has deceased. He is replaced by Tom Donald.

1919       25 Sept. BEC Copy of Register of Directors or Managers reflects that Tom Donald died on 27/8/1919.

1922       5 Sept. BEC Deed of Transfer No. 444 Tati Company Ltd to BEC, being for ‘Remaining Extent’ of Farm 77NQ (gets transferred to Sam Estates after BG dies). [DEED REGISTERED 4 APRIL 1927 ACCORDING TO DEED OF TRANSFER TO SAM ESTATES IN 1988 – SEE P54, BUT 5 JULY 1958 ACCORDING TO PARAGRAPH REFERRING TO DU PLESSIS’S POA ON P49. – NB]

1922       5 Sep. A transfer duty receipt for this date shows that Tati sold a 260 000 acre stretch (obviously the ‘Remaining Extent’ of Farm 77NQ referred to above) between Shashe and Ramokgwabana (oringally spelt Ramaquabane?) Rivers (Francistown district) to BEC for £65 000. Special Resolution passed on 29 September for further reduction in share capital by cancelling 86 666 shares. It appears that BEC was shareholder in Tati and held this number of shares. The land was sold (given) to the shareholder in exchange for the cancellation of these shares. The deal was approved by the High Court on 5 June 1923. (Sir John David Rees has made brief appearance as director; deceased 2/6/1922.)

1923       24 Aug. BEC Copy of Register of Directors or Managers reflects that George Cahen has deceased and Alexander Stewart (also Bwana M’Kubwa) appointed. Also reflects directors’ other directorships (see p.20).

1924       10 Mar. BEC Copy of Register of Directors or Managers reflects that Sir Edwin Harris Drumming has deceased.

1924       24 Jul. Tati Another Special Resolution to reduce share capital, this time by reducing nominal value of shares from 15s. to 10s. and repaying the other 5s. to shareholder. Approved by High Court on 27 Jan 1925.

1924       15 December. Three separate agreements are signed between BSA and BEC dealing with opening of areas covered by Special Grants nos 5, 6 & 7 (Kafue Hot Springs, Sugar Loaf and Ninga being 30 sq miles; Nkala and Lunga being 10 sq miles each; and Chanobie, being 10 sq. miles, respectively) to public prospecting. The implication of this is that anybody could go and prospect, stake a claim and mine anywhere on the land, just as if BEC had no special grant, unless it asks for this to be rescinded in certain areas. But, any royalties paid to BSA would be shared (65:35 or 50:50) according to the ratios specified in the original grants. This represents the thin wafer between the people who own the land and the people who work it. Just like landlords receiving rent for someone to put up a factory, although that factory just happens to be a mine extracting ore from the very land it’s on. The tenant has to deal with labour, production and marketing costs while the landlord just skims cash. It’s like having an ATM in your bedroom. Money for jam. There are also important clauses to do with procedures for termination of these agreements (see pp. 22-33).

1927       12 Feb. BEC Register shows two new directors appointed. On 8/2/1927, the Hon. Lionel Holland (also Import Gold Mining Company Ltd) and on 10/1/1927, the Rt Hon. Lord Lurgan (also London and Rhodesian Mining Land Company Ltd – later Lonrho).

1930       Bernard Glazer, aged 17, arrives in South Africa.

1937       17 Mar. BEC Register now shows Edmund Davis as a director of BSA Company (hitherto director of Broken Hill Development Company Ltd). Two above directors not listed. Instead we have Percy John Warner (apptd 3/3/1937; also Advies Finance Co Ltd) and Lt Cmdr The Rt. Hon. Charles Maurice Elton Gifford (also The District & Theatre Ticket Co Ltd). 

[WHAT RELATION TO PREVIOUS LORD GIFFORD? NOT SON – NB]

1932       Tati Adam and Fairbairn resign as directors, Lt-Col. Charles Edward Ponsonby (military/political connections) and Harold Godfrey Judd (Fairbairn’s son-in-law and also a CA) appointed in their place.

1934       Bernard Glazer incorporates/acquires Tati Goldfields Ltd [CONFIRM]

1935       Tati Tydd dies and William Thomas Anderson, a director of Anglo-French Exploration Co. is appointed in his place.

1937       2 Jul. Tati Directors’ Report shows revenue of £6 072 from ‘royalties and claims licences’ and states that ‘gold mining and prospecting work in the Tati District continues to be actively carried on’. Under the heading Land is the remark: ‘The total acreage lease under Permit of Occupation is 22 281 acres. Excluding the Native Reserve of 220 000 acres, the area remaining open for occupation is another 755 987 acres.’ The report of the resident general manager, DW Dewar, reflects that the ‘company does not engage in mining on its own account’, but rather issues Prospecting Licences and Claims to successful prospectors (46 and 36 issued respectively this year). He attributes the increase in production to the higher gold price and anticipates the industry in Tati becoming more established as time goes on. There are reports on the progress of each mine already operating (see pp. 6&7). Names of mines include the Monarch Mine (which belongs to Tati Goldfields Ltd), the Phoenix Mine (already then down to 600 ft with consistent grade ore), the Map Mine, Todd’s Creek Mine, Matsiloye, the Charlie Mine, and the Gem Mine.

1938       10 Feb. Tati Reg reflects Clay no longer a director. Donald Woodroffe Thomas, solicitor, and Thomas Proudfoot Patterson, chartered secretary, appointed.

1939       3 Mar. BEC Register reflects Sir Edmund Davis deceased 20/2/1939.

1944       21 Nov. BEC Register reflects Aubrey Thomas Smith Pears named as alternate to Gifford.

1947       9 Jan. BEC Register reflects Thomas William Moore as alternate to Warner.

1947       2 Jul. Tati Reg reflects Charles Vivian Thomas has resigned as director.

1948       12 Dec. Tati Special Resolution to adopt new Articles of Association. [WHAT DID THESE CONSIST OF? – NB]

1950       20 Sept. BEC Mortgage of £50 000 raised on land in Bulawayo in favour of The South African Mutual Life Assurance Society, Bulawayo, Southern Rhodesia.  [HAVE I GOT THIS RIGHT? SEE P.37 – NB]

1955       7 Jan. Report in Bulawayo Chronicle that Glazer Bros has acquired 90% control of BEC, which ‘owns more than 500 000 acres of land in Southern Rhodesia, Northern Rhodesia and Bechuanaland, together with many prominent buildings in Bulawayo, Salisbury, Fort Victoria, Broken Hill and the Aberfoyle Estates near Gwelo’ Report goes on to list other assets – tobacco plantations, ranches, and ‘their investments in more than 40 leading South African and overseas companies’ – but uses the plural, indicating that its talking about the brothers and not the company, but then ends by saying ‘the “B.E.’s” assets are estimated at more than £1,000,000’. It’s unclear as to who they’re referring to.

1955       31 Jan. BEC One director, Lomas, whose name we haven’t seen before, resigns (see p. 39). Four new appointees; all seem to come from the world of finance.

1955       25 August. BEC An special resolution is passed to adopt new Articles of Association (see pp. 39-40). Important changes include clause 3 (meetings of directors only valid and effective if held in Southern Rhodesia) and clause 141 which relates to actions that may be taken by liquidator with the authority of an Extraordinary Resolution in the event of the company being wound up, whether the liquidation is voluntary, under supervision or by the court. [WHAT WOULD HAVE BEEN THE REASON FOR THESE CHANGES? – NB]

1955       BEC A whole string of mortgages – total value £417 500! – are raised against properties in Salisbury and Bulawayo. [HOW WERE THESE FUNDS APPLIED? – NB] We are clearly seeing a modus operandi coming into play here. This man believed in the security of property, wasn’t scared of taking a loan and paying interest to make more money on the next project.  

1955       28 Dec. Tati Notice of Situation of Reg’d Office given as 12 Gifford House, Bulawayo.

1956       14 Mar. Tati Special Resolution that Principal Office is moved to Southern Rhodesia. That it’s a private company and right to transfer shares is restricted. Members limited to fifty (excluding employees and past employees). Meetings of shareholders and directors only valid if held in Southern Rhodesia. Dividends, bonuses and all monies payable in respect of shares or interest on loans may only be paid from Southern Rhodesia or ‘elsewhere outside the UK, unless they are being paid to shareholders or creditors resident in the UK. [WHAT WOULD BE THE REASON FOR THIS? – NB] Discretion given to directors to restrict transfer of shares without giving any reasons. A majority of directors to be permanent residents of Southern Rhodesia, and alternates to a director so resident must also be resident. Directors entitled to attend and speak at any general meeting and any separate meeting of the holders of any class of shares.

1956       26 July. BEC Statement of accounts released for year ended 31 March 1955 reflect new chairman, Cecil Isadore Jacobs, with Sam [WHAT’S THE J.P STAND FOR? – NB] and Bernard as directors along with John Alexander Stirling and Jack Grahame Pain. There’s a London Committee and a Rhodesian GM. They’re using three bankers: Bank of America Trust & Savings Association in London, Barclays in Bulawayo and Volkskas in Johannesburg. Also have solicitors in each city, including N. Werksman & Partners in Johannesburg. Buildings and sites in Bulawayo and Salisbury are listed on p.41, as well as land, being ‘interest in farms – 472 227 acres – and mining rights, plus ‘investments on Stock Exchanges in Great Britain’ and ‘expenditure on tobacco and maize crops’. The Mining Year Book for 1956 shows that of the total land, 25 613 acres carries surface and mineral rights, while 14 012 carries surface rights in Northern Rhodesia. Apart from even more town sites it also lists ‘other interests in mining and other companies’.

1956       14 Aug. Coptic Incorporation of Canon Hill Trading & Finance Co. Ltd. Memo of Assoc states, inter alia, ‘To carry on business as bankers, capitalists, financiers … merchant bankers … to undertake and carry on and execute all kinds of financial, commercial trading and other operations’, but excludes life assurance. Also lists all forms of dealing in or with share, stocks, securities.

1957       [CHECK YEAR – NB] Tati Mining Year Book lists directors as TP Patterson, JK Dick, WG Fossick, DW Thomas. These followed move of head office to Bulawayo (Judd and Ponsonby resigned, Dick and Fossick appointed.) Under property, the following statement appears: ’The Company owns the Tati Territory, Bechuanaland Protectorate, with mineral, grazing, forestall and agricultural rights. Making laws and the civil administration of the Tati territory are vested in the Government of the Bechuanaland Protectorate. Excluding the native reserve of 220, 259 acres, the area remaining open for occupation is approximately 587, 000 acres. Mining claims are let on tribute or under licence, the company issuing its own mining rules and regulation. The company also carries on a cattle ranching business. Land is sold and farms let under permit of occupation.’

1957       25 Feb. Tati Company applies for issue of Certificates of Registered Title in respect of Portions 2, 6, 8, 9, 10, 18, 19, 21, 23, 25, 26, 27, 29 & 30 of Farm No. 127 (later changed to 77NQ), situate in the Tati District, being portions of the land registered in the name of the company under Deed of Transfer no. 444 dd 4/4/1927. Also for Cert of Reg Title in respect of Portions 1, 2, 3, 4, 6, 7, 9 & 10 of the farm Notwane Estate, a portion of the Tuli Block, situate in Bechuanaland Protectorate, being portions of the land reg’d in the name of the company under Deed of Transfer no. 547 dd 26/1/1934.

 [WHAT IS THE PURPOSE OF GETTING A CERTIFICATE ISSUED? HOW DOES THIS LINK TO OTHER TRANSFERS ETC?  - NB]

1957       Mining Year Book. Entry for Tati Goldfields Ltd. Directors given as EM Lloyd, AT Barnes, T Marks. Under header Property, the following is listed:

160 mining claims, comprising the Monarch, Frances and Amelia mines, and three water rights about 1 ½ miles from Francistown in the Tati District. The Monarch Mine was closed down in August 1947, and the plant and Company sold.

1957       1 Mar. BEC Title Deed No. 2055 registered in favour of BEC, being for Portions 2&6 of Farm 77NQ. (Remember “Remaining Extent” of same farm was acquired by BEC from Tati in 1922 per Title Deed No. 444.)

1957       10 May. Tati Directors’ Report for year ended 30 April 1955 [IS THIS CORRECT? SHOULD BE 1957 – NB] lists directors as Samuel Lieb Glazer, JP (Chairman), Bernard Glazer and Pieter van Wyk de Vries. This follows the move of the office to Johannesburg, a mere  three months after they’d moved it from London to Bulawayo. EGMs held and new Articles of Association on both occasions. Jacobs, Stirling and Walsh [FROM BEC? – NB] appointed and resigned and de Vries appointed in Jhb. [WHAT’S THE REASON FOR THIS? – NB] Assets listed as ‘Land, Buildings, Mineral Rights and Other Property.’

1957       26 July. BEC Article in The Bulawayo Chronicle headlined, ‘Glazers bid for Lonrho’ (see p42). They were making a bid for 51% of the company, which had 4m shares in issue, offering 13s. 6d. a share. Thus for the 2 040 000 they were going to shell out [HOW MUCH? – NB]. That was a lot of tin in 1957. [HOW WERE THEY FINANCING IT? – NB] The company was advising shareholders not to accept the offer and promised it would provide reasons in a letter by 1 August.

1957       11 Dec. BEC Notice of the situation of the Office where ‘a Dominion Register’ is kept indicates a change of address from Mimosa House to African Life Buildings, still in Bulawayo. [WOULD THIS MEAN A CHANGE OF ADDRESS FOR THE HEAD OFFICE? – NB]

1958       3 Nov. Coptic Name changed from Canon Hill to ES Schwab & Co Ltd. Return of allotments on 11 Nov. shows Moses Schwab holding 22 000 shares, Adelaide Weinberg [NOTHING? – NB], Ernest Solomon Schwab 5 750 and Marianne Schwab 5 750, and a line saying ‘Ordinary shares in Forsyte Securities Ltd as per particulars filed.

1959       24 Mar. Ashbourne Articles of Assoc registered with Companies House. Subscribers are: Jack House and Sidney Wagner. Director: Jack House.

1959       10 Jun & 19 Jun. Tati Co ledger reveals invoices from PA Fraenkel & Co [PRESUME LAW FIRM? – NB] to Tati Co Ltd indicate that discussions were held with chiefs in the Native Reserve and with Seretse Khama. Others too from the previous year, concerning fees paid for government proclamations 1954, 55, 56, 57. Another in July for ‘Copying Deeds of Transfer nos 1924, 1925, 1926.

1959       19 August. BEC Samuel Lieb Glazer, J.P. died. On 30 Nov Nathan Werksman (also Anglo-African Shipping Co (SA) Ltd, The Read’s Drift Land Co Ltd and Tati Co Ltd) was appointed as a director.

1961       10 Mar. BEC Another change of address reflected, to Colray House, though still within Bulawayo.

1961       5 Apr. BEC New address for ‘a Dominion Register’ – Annan House, Johannesburg.

1961       20 Aug. Tati Co ledger reveals legal expenses from one Alex Radus. (Alex is father of Ian Radus, who later advises MG.)

1962       25 April. BEC Title Deed 24/62 registered in name of BEC, being for Portion 1 of Farm 77NQ. BEC now owns Portions 1,2,6 and ‘Remaining Extent’. (Gets transferred to Sam Estates after BG dies.)

1962       1 Nov. BEC New address for ‘a Dominion Register’ – 7 Fitzroy Square, London.

1962       1 Nov. Tati Notice of Situation of Reg’d Office or any change therein. New address given as 7 Fitzroy Square, London, W1. [WHAT’S THIS ABOUT? – NB]

1964       14 Apr. TTE Cert. of Incorp for Tati Territory Exploration Co Ltd (TTE). This company was clearly set up to exploit the mining opportunities on BG’s land. BG’s partner in this venture was one Benny Struck, who had clearly convinced BG that he was the man to set up and control the mining operation for him – or he was presented to BG as such, or BG was forced to accept him as a partner. Perhaps there were forces that wanted to keep these operations out of the hands of the English (Anglo-American), perhaps BG himself wanted to achieve that objective. (The reasons for this speculation become clear later when one considers the conflicts between the two partners and the eventual court case that arises. Glazers affidavit makes it clear that Struck was not an easy person to work with, and raises the question of why Glazer would have persevered with him unless he was compelled to for some reason.)

1964       17 Aug. Tati/TTE A Notarial Prospecting Contract is drawn up/signed between Tati and Tati Territory Exploration and registered in the Deeds Registry of Botswana on 17 Sep 1964 under No. 129. (This contract states upfront that Tati is the owner of ‘all the mineral rights of all land within the Tati District, Bechuanaland Protectorate, by virtue of Freehold Grant No. 88 in favour of TATI CONCESSIONS LTD, dated the 22nd May 1911 … and Deed of Transfer No. 159 … registered … on the 8th March 1916 …’ It also specifies that in the case of land sold, it would have been sold subject to the retention by Tati of the mineral rights (see paragraph A on page 2 of contract). In terms of this agreement, TTE, in the form of Benny Struck, had to, within 90 days, draw an unbroken line dividing the ‘Tati district’ into two areas each of approximately 1 000 square miles and select one area for TTE. Within this area, TTE had the ‘sole and exclusive right to prospect and search for all minerals, including precious stones, precious or base metals or minerals, or any other minerals’. All ‘mineral oils, and minerals containing oils’ were specifically excluded from the agreement. The terms of the contract were to run for five years, from 1 Jan 1964 thru 31 Dec 1968 and the company was obliged to spend a minimum of R50 000 on prospecting over that period (a standard requirement for any prospecting contract). According to Annexure ‘A’ of the contract, Struck had the power, inter alia to ‘engage prospectors and generally carry out all prospecting operations’; he could purchase equipment but had to call for tenders for any equipment costing in excess of R1 000, and had to get board approval for such tenders (remember, only Struck and BG had voting rights, so board approval essentially meant BG’s approval); he could ‘sell any base minerals won by the Company’, but had to get board (BG’s) approval unless ‘the exigencies of the situation do not permit him to obtain such prior authority’. These powers were due for review after 12 months. There was also a specific requirement that he ‘fully report to this board (to BG) all matters carried out by him pursuant to the powers’ set out above.

Clause 4 specifies that the ‘EXPLORATION COMPANY … shall be obliged … to furnish the OWNER’ with quarterly written reports ‘on all prospecting or other operations conducted pursuant to this Agreement in the area during the preceding 3 (THREE) months’. TTE was also obliged to grant the owner (Tati = BG) to have access at its office in Johannesburg to ‘all reports and records … relating to the prospecting operations’. A breach of this clause gave BG the right to ‘terminate and cancel this Agreement’. (Interesting, in view of Struck’s subsequent behaviour, that he didn’t.)

Clause Seven deals with TTE’s right to ‘procure from the OWNER … all the right, title and interest of the OWNER to the said Minerals’. TTE could acquire these rights either on its own, or in the shape of a ‘mining company’ which it would form for the purpose of exploiting the minerals. Compensation for these rights was specified at the following rates: for gold and ancillary rights (the right to sink holes, put in pipelines, etc), R100 per morgen (minimum 1 000 morgen); for rights to base metals and minerals and ancillary rights, R30 per morgen (minimum 1 000 morgen); and for rights to diamonds and other precious stones, R500 per morgen plus a royalty to the owner of 50% of the gross selling price of all diamonds and precious stones recovered from the selected area. A long drawn-out procedure was specified for the valuation of such stones, but the important point to note here is the high value placed on this category of mining, the fact that BG recognised this value and was not easily going to let it slip out of his hands.

Payment of these amounts would effectively be made by the two partners/directors via TTE, and the beneficiary was Tati (efectively, BG). Struck was to raise a Banker’s Guarantee, payable ‘against registration of transfer or cession of the OWNER’S rights and interests in and to the respective mineral rights’ (clause seven).

Clause Nine specifies that TTE should not be the mining company (except for so-called ‘small’ operations – see clause x), but that for large scale exploitation a mining company should be formed – presumably with a larger, more experienced and well capitalised mining company. [COULD THIS HAVE BEEN THE BASIS FOR DISPUTE BETWEEN STRUCK AND BG? – NB] In the event of such a mining company being formed, Tati (BG) had the right to: subscribe or find subscribers for 30% of the initial working capital of that company; join in any underwriting agreement to the extent of 30% of the said initial working capital; to receive 20% of any ‘Net Vendor Consderation’ paid by the mining company to TTE. ‘Net Vendor Consideration means the amount the mining company pays to TTE for the rights it is passing on, less any costs incurred to date for the exploration thereof. Hence a kind of profit on a specific operation. Tati gets 20% before it’s shared between the shareholders. Clearly illustrating BG’s strong negotiating position in setting up the contract. (Both TTE and Tati could receive their Net Vendor Consideration in the form of shares instead of cash.) One would assume that this 30% share for Tati formed the basis of the eventual agreement with Anglo-American, or was at least a starting point for BG’s negotiations.

Clause 9A(v) reads: ‘Any persons claiming any participation by or through the OWNER shall be paid by the OWNER out of the consideration to which it shall be entitled as aforesaid, and no such person shall have any claim or rights against the EXPLORATION COMPANY,  the OWNER hereby indemnifying the EXPLORATION COMPANY against any such claims.’ This is clearly in place to say that the recipient of funds through Tati can’t go to TTE for compensation if they don’t receive from Tati. In other words, BG can get his share of TTE’s income according to his shareholdership with that company, but he can’t take what is owed to him out of Tati from TTE. Likewise his heirs. Clause 12 requires that the mining company so formed be registered in either Bechuanaland or South Africa, and that the number of companies so registered, whether it is to be public or private, how many shares, etc., shall be at the discretion of TTE. It also requires that the auditors of such company be Kessel, Feinstein, Torch & Co.

Clause 13 deals with small mining operations, which grants more lenience to TTE in terms of its obligations, and means that the mineral rights would be much cheaper. [IS THIS A REASON FOR STRUCK’S HIDING INFO FROM BG LATER ON? SEEMS UNLIKELY BECAUSE  EVENTUALLY HE’D HAVE FOUND OUT – NB] Clause 14 grants TTE, for a period of two years, similar rights to identify land for prospecting and acquiring of rights in the rest of the Tati area, but at a 50% premium on the land in the selected area [WHAT WOULD BE THE REASON FOR DOING THIS? – NB], while clause 15 grants TTE the right of first refusal on prospecting or mining rights in the ‘rest of the Tati area’. Clause 17 gives Tati (BG) the right to summarily terminate and cancel the agreement.

In clause 19(a) BG and Struck provide guarantees for the obligations of TTE up to a maximum of R50 000, while in 19(b) it specifies that none of the shareholders may ‘sell, cede, assign, transfer or otherwise alienate or deal with with shareholdings’ in TTE without the prior written consent of the OWNER (Tati/BG).

Clause 22 states that ‘throughout the currency of this Agreement, ‘will not sell any mineral rights in the Tati District (save pursuant to this Agreement) nor sell any surface rights … without reserving the mineral rights to the owner’. A clear indication of modus operandi of BG the landlord.

In other clauses, Tati reserves for itself the right to prospect in any area of the Tati District, as long as it makes the results available to TTE.

The lawyers to be paid by TTE were N. Werksman, Hyman, Barnett & Partners. The lawyers for Struck’s company, Balms Prospecting (Pty) Ltd, were Hayman, Godfrey & Sanderson.

Ultimately, the structure was: Atlas Mining Company was BG’s holding company for Glasco Company (Pty) Ltd, which held 100 ‘A’ shares in TTE; Struck’s holding company was Benstruck Investments, which owned 100% of Balms Prospecting Company, which held 80 ‘B’ shares; H&P; (Pty) Ltd held 20 ‘C’ shares (the shareholders in the latter were BG’s longstanding best friend and chairman of Volkskas Beperk, Jan Hurter, and attorney Pieter van Wyk de Vries).

Explanation for reader: The surface rights were sold to farmers, so the area was broken up into farms, and farmers owned and, presumably, farmed the land’s surface, but Tati had the right to move in and say we’re going to start a mining operation on your land. [PRESUMABLY THERE WAS SOME SORT OF COMPENSATION TO THE FARMER FOR THIS? – NB]) TTE would then purchase the said mineral etc rights from Tati at a predetermined rate, and would then be obliged to raise finance, probably by raising capital through a new company, and begin mining operations. This would have included building the necessary infrastructure, such as water pipelines, electricity, accommodation, cities for the workers and management to live in. It was a long-term and enormous project. The financing had to come from somewhere, but that’s another chapter on its own.

1964       BEC Annual Report of the Geological Survey Department states:

In the Tati Concession an antimony occurrence in the Signal Hill area, about 25 miles southeast of Francistown, has been investigated but the mineral rights in the Tati Concession are privately owned and no details of the result of this work have been released.

[is this a result of the above prospecting contract? – nb]

1964       14 Sep. Tati Solemn Declaration by one Dennis Rex Kelly that he has been ‘engaged in the formation of the Company known as Gaberones (sic) Holdings (Pty) Ltd’. [CORRECT SPELLING? – NB]

1965       23 Sep. TTE Special Resolution of Tati Territory Exploration Co to convert the 200 shares of R1 each to A, B and C class shares. Records that shareholders ‘are presently or will shortly be Glasco Co (Pty) Ltd, Balms Prospecting Co and H&P; (Pty) Ltd. Also records a ‘return of allotments’. BG held 100 ‘A’ shares through his own holding company Atlas Mining; Struck held 80 ‘B’ shares in the name of Balms Prospecting, which in turn fell under his own holding company Benstruck Investments (Pty) Ltd (only ‘A’ and ‘B’ class shares had voting rights) while Jan Hurter (chairman Volkskas Beperk) and van Wyk de Vries held 20 ‘C’ shares through H&P.;

1966       Tati Notarial Cession of Mineral Rights No. 151 by BEC in favour of Tati. Portion 23 of 77NQ. This in order to make them available for ultimate transfer to TTE in terms of the Notarial Contract (see Mineral Area 3-NQ below).

1966       7 Dec. Tati/TTE TTE acquires its first cession of mineral rights under the notarial contract of 17 September 1964 for ‘all base metals or minerals, but excluding gold rights, the right to diamonds and other precious stones and all mineral oils or minerals containing oils’ in or under Mineral Areas 1-NQ, 2-NQ and 3-NQ. Recorded in Notarial Deeds of Cession Mineral Rights nos 149, 150, 151(a) respectively. (See map for approximate areas.) The areas cover: 2 116,5 acres (R30 000); 2 116,5 acres (R30 000); and 2 116,5 acres (R30 000).

1966       BG’s son [AND WIFE? – NB] are kidnapped and biggest ransom ever is paid for their release [CHECK – NB] Who was responsible for this and were threats made related to business dealings?

1967       26 Jan. BEC Pieter van Wyk de Vries resigns as director.

1967       1 Feb. Issue of Cert of Rights to Minerals No. 94 in favour of Tati in respect of the Remaining Extent of Tati Concession.

1967       12 Apr. Tati/TTE Mineral Area 4-NQ (base metals or minerals as per Areas 1-NQ, 2-NQ and 3-NQ) ceded to Tati Territory Exploration Company Ltd by Notarial Deed of Cession Mineral Rights no. 153. Total area for which rights are acquired is 5 025 acres (R71 225,36).

1967       29 Sep. Coptic Return of allotments for ES Schwab & Co shows Coptic Finance Ltd 100 000 shares. Annual return for the year, under list of past and present members, shows Ashbourne Investments Ltd, Ashbourne & Stanley Lionel Prashkar, and MCL Investments Ltd. Directors are Philip Fine (C.A. and director of Coptic Nominees Ltd, Russell Registrars Ltd, et al), Stanley Lionel Prashkar (C.A. and director of, iner alia, Coptic Nominees Ltd and Russell Registrars Ltd) and Raymond Vincent Bell (C.A. and director of, inter alia, Russell Registrars Ltd). Auditors are shown as Wright, Stevens & Lloyd. Ultimate holding company is Ashbourne Investments Ltd, and subsidiaries (all wholly owned) are Coptic (Hire Purchase) Ltd, Sagrin Finance Ltd, MCL Finacne Ltd, Coptic Ltd, JJD Finance Ltd and ES Schwab & Co Ltd.

1967       22 Dec. Mines and Minerals Act, 1967 comes into operation. According to the Geological Survey Dept Annual Report, ‘This law consolidates and amends existing legislation relating to mines and minerals. The old Mines and Minerals Proclamation (Chapter 122 of the Laws of Botswana (1959 edition) as amended) has been repealed. In particular, the new Act applies to the whole of Botswana, whereas previously the tati Concession ws excluded from nearly all of the provisions of the old Mines and Minerals Proclamation. The new Act also draws a clear distinction between rights to mine and rights to prospect. A number of other provisions have also been introduced to modernise the law relating to Mines and Minerals.’ This Act becomes relevant later in 1974/75 when Tati and TTE abandon or surrender their respective mineral rights and TTE is issued with Special Prospecting Licences for its twelve mineral areas. It appears from a reading of events that this abandonment of mineral rights is compulsory, but a reading of the Act of 1967 reveals that it is purely voluntary (Section 49) and that mineral rights can still be held privately (Section 53(1)(b) and Section 55(3)).

1968       29 Jan. BEC Notification that CI Jacobs died on 9/3/67. Almost a year before.

1968       Annual Report for the Geological Survey Department reflects need for development of infrastructure (power, water, comms) by govt to further the possibility of large-scale mining, ‘particularly of base mineral mining … on a major scale’. Visits in December 1967, Alexander Gibb & Partners were appointed consultants by the Int’l Bank for Recon & Dev’ment (World Bank) and carried out feasibility studies, following which they submitted a report to Botswana Govt and World Bank. One SW Morel carried out a ‘regional evaluation programme of the mineral potential of the southern half of the privately owned mineral right areqa of the Tati Concession’. Report reflects confidential nature of findings due to fact that the mineral rights are ‘privately owned’.

1969       9 & 18 Aug. Tati/TTE Two more Notarial Deeds of Cession of Mineral Rights (Deed No. 7/69 for Area 6-NQ being 2 342,8 acres, R33 206,96 and Deed No. 8/69 for Area 7-NQ being 7 701,2 acres, R109 157,64). And, on 17 Dec., one for 5-NQ (3 357,7 acres, R47 597,51). All base metals and minerals as above.

1970       25 Feb. Agreement between Govt of Botswana, represented by Sir Seretse Khama, and Tati and BEC. Tati and BEC vested in the govt large areas of developed and undeveloped land. There were large farms and some areas in and around Francistown, as well as land along the railway line. Some of this land was donated and some was sold. The land sold was ‘set apart by the government in terms of Section 4 of the Tati Concessions Land Proclamation (Ch.112)’ and was sold ‘subject to’, inter alia, the provisions of the Tati Concessions Land Proclamation, Ch 112 (Proclamation 2 of 1911) of the Laws of Botswana’. [WHAT IS THIS AND WHAT DOES IT SAY? – NB] The price paid for the sold land was R300 000, to BG’s Midland Bank account in London. All mineral rights owned by Tati were retained by Tati. Tati was granted an option to select 25% of any area zoned for trade or business in terms of a Town Planning Scheme. It had to take this in a single block or as few blocks as possible, as near to each other as possible.

In clause 18 the govt agrees to ‘repeal sections 2(2), (3), and (4) and Schedules 1 and 2 of the Tati Consessions Land Proclamation (Ch.12) (and to make such amendments as are reasonably consequential thereto) and, pending such repeal, the government will not exercise its powers in terms of the said Section 4’.

The Tati Concessions Land (Amendment) Act of 1970 appears to reflect these changes. [ONCE AGAIN, WHAT’S THIS ABOUT AND WHY’S IT IMPORTANT HERE? WHAT’S IT WORTH IN TERMS OF THE CONTRACT? - NB]  

Clause 12 reads:

‘The Government shall bear and pay all the costs of N. Werksman, Hyman, Barnett and Partners, their agents, and Kessel, Feinstein, Torch & Co, of and incidental to the drawing and execution of this Agreement and any stamp duty thereon and any costs incidental to the conveyance to any piece of the Property into the name of the Government, including any transfer duty, stamp duty, survey and diagram fees.’ More proof of their level of awareness. For more ledger entries see p.16 of original.

1970       Tati/TTE 17 Jul. Notarial Deed of Cession of Mineral Rights No. 8/70 for Mineral Area 8-NQ (base metals or minerals, 2 995,7 acres, R42 461,43); No. 9/70 for Area 9-NQ (base metals or minerals, 4 928,1 acres, R69 850,80); No. 10/70 on 24 Jul. for Area 10-NQ (base metals or minerals, 2 534 acres, R35 929, 35); and No. 6/70 on 17 Jun. for Area 12-NQ (diamonds, 3,9 acres, R920,75); all to TTE.

1970       28 Jul. Order of Court issued in case no. M.1215/1970 against BG directing the deputy sheriff to ‘attach the sum of R489 810, being a debt due and owing’ by BG to TTE, or, if he’d paid it into TTE’s bank account, then to attach the amount paid into the bank account, ‘in order to found jurisdiction in an application which the Applicant desires to bring against’ BG and TTE, the details of which appeared in an affidavit by Struck. It was duly served the following day and, as can be expected, BG said that no debt was due and on 10 August notified the Registrar of the Supreme Court of SA (Witwatersrand local division) that he intends opposing the motion.

In his affidavit, Struck stated that he wanted a court order forcing BG to pay to TTE an amount of R979 620, which he ‘received from the Anglo American Corporation of South Africa Limited on behalf of [TTE]’. Struck goes on to say that even if BG was entitled to keep half – a fact he disputes – then the other half should at least have been paid over and not retained by BG. (Apparently it had been offered to Struck but he’d refused to accept it.) In his affidavit, Struck points out that he and BG were the only directors, that no resolution at a GM of shareholders could be passed unless it was approved by both the ‘A’ and ‘B’ shareholders (Struck and BG). He also points out that neither de Vries nor Hurter had ‘at any time taken part in the administration of the affairs of the company’.

In clause 5(a) Struck states that each of them agreed to lend to the company one half of the money required by it for the purchase of mineral rights in terms of the prospecting contract, and to advance to it one half of the expenses incurred. While Struck claims to have put in cash, he reckons BG made the advances through his holding company, Atlas Mining. In particular, he says that since BG controlled Tati, he ‘presumably did not disburse any moneys for this purpose [paying for mineral rights] but caused the Tati Company to issue receipts to him forf his half share of the consideration payable for the mineral rights acquired [by TTE]’. An annexure shows such receipts from Tati. In 5(b) Struck states that in spite of these receipts, the balance sheets of TTE all reflect a loan from Atlas Mining.

In 6(b) Struck complains that although he has furnished the necessary guarantees, Areas 10-NQ and 12-NQ have ‘not yet been registered in the name of the Exploration Company’. In spite of this, he points out, and although moneys are payable only against registration of the cessions, Tati Company has already issued a receipt to BG, a copy of which (no. 6484 for R39 655,77) he annexes, and which reflects the date 16/3/1970 in respect of Areas 8, 10 and 12.

An inspection of the actual Notarial Deeds reflects that 10-NQ was registered on 24 July, probably around the time that Struck was preparing his affidavit, but certainly long after BG got his receipt. Area 12-NQ was registered on 17 Jun 1970 and Area 8-NQ along with Area 9-NQ on 17 July. Deed for Area 11-NQ is registered on 22 Jan 1971. (There is a confusing statement in his affidavit. In paragraph 6(a) he says TTE ‘acquired the right to diamonds and precious stones in respect of Mineral Area 12-NQ’, but then in 6(b) he says that ‘the cession of Mineral Areas 10-NQ and 12-NQ have not yet been registered in the name of the Exploration Company’. It seems apparent from the above that it has.

Nevertheless, he states that on 8 May 1970 he was called (by Werksmans) to sign the necessary documents to enable registration of cessions of Mineral Areas 8-NQ, 10-NQ and 12-NQ, of which only 8-NQ has now been ceded and the guarantee paid.

Area 9-NQ was registered on 17 July, but a dispute arose over the diagram for Area 11-NQ. It went like this: 6 Mar Struck’s attorneys (Hayman & Co) deliver to BG’s attorneys an ‘approved’ diagram (No. D.S.L. 43/69) in terms of Area 11-NQ. On 18 March, BG’s attorneys wrote back stating that the diagram differed materially from one sent to Tati under cover of a letter dated 31 December 1968. Tati was not prepared to cede the mineral rights in terms of the current drawing. Struck admits to this fact.

On 25 March a directors meeting was held, attended by Struck, BG, BG’s lawyer Cyril Jaffe and his auditor Julius Feinstein. At this meeting it was agreed that Areas 9-NQ and 11-NQ would be ceded to TTE for a total consideration of R126 510, although it obviously wasn’t decided whether Area 11-NQ was to be defined by diagram No. D.S.L. 43/69 or not. Two letters were produced by Jaffe for Struck to sign. Both were from Struck, one to BG and one to Tati. The letter to BG agreed that although diagram for Area 9 had been delivered, and despite the disputed diagram for Area 11, they would both come up with the tom for the rights to Areas 9-NQ and 11-NQ – an amount of R63 225 each. The total amount to be paid had been calculated on the estimated areas and any discrepancies would be resolved once the final areas were known. The letter from TTE to Tati was a formality in terms of the above letter.

Struck took the letters to his attorneys (one Mr Kane-Berman, a partner in the firm Hayman, Godfrey & Sanderson), who, after a meeting with BG, Jaffe and Feinstein, replied on 31 March that Struck would sign the letter that had been prepared by Jaffe as soon as it was confirmed whether Area 11 was to be ceded in terms of Diagram No. D.S.L. 43/69 or whether it was to be redefined. He complains in paragraph 9(c that ‘almost four months have elapsed’ and the Tati Company has not ‘made an election with regard to Mineral Area No. 11-NQ and consequently it has not been possible for me to issue a bank guarantee for my half share of the consideration payable’.

He states that to date he has lent TTE R443 055,35, which ‘includes the sum of R231 749,84 representing my half share which was required to pay Tati Company for the cession of Mineral Areas 1-NQ to 9-NQ inclusive’. He had ‘furnished two further bank guarantees to the value of R18 435,05, which are payable against registration of Mineral Areas 10-NQ and 12-NQ’, and he had undertaken to produce a guarantee for Area 11-NQ.

In clause 11 he states that in Dec 1969 TTE entered into an agreement with Anglo American in terms whereof: (i) Anglo was ‘granted the right, for a period of two months, to investigate the mineral areas which had been and which were to be ceded to [TTE]’; (ii) if after that period, Anglo decided to prospect for another 15 months it would effectively pay out the loan stock held by the two directors Struck and BG in TTE.

On or about 5 Feb 1970, Anglo exercised its right to prospect for a further 15 months. At a directors’ meeting soon afterwards (the same one mentioned above in which various letters were produced), Struck requested the the amount of R126 510 still owing by TTE to Tati for Mineral Areas 9-NQ and 11-NQ be dealt with and reflected not as creditor amounts but in the shareholder loan accounts. BG agreed to this, subject to a final adjustment being made if there was any variation in the final figure. According to the minutes, BG suggested that ‘the cheques of R426 555 payable to the loan creditors, be made out and signed and retained by the auditors for distribution when Anglo American had paid this amount into the company’. The minutes go on to reflect that Struck ‘objected to this procedure and stated that the cheques should only be made out and handed to the loan creditors when the balance sheet was approved by both directors and the money received from Anglo American’. Feinstein undertook to prepare a balance sheet and submit it to Struck for a approval. If he approved it, he would then send one copy to Anglo. The balance sheet thus produced reflected loan accounts to Atlas and Balms of R489 910 each and the mineral rights as an asset valued at R560 610. It stated in Note 3 that rights to the value of R126 510 had not yet been registered in the name of the company and that the final cost of these rights ‘will be ascertained when the exact measurement of the areas concerned has been determined’.

Struck refused to sign the balance sheet, claiming that the dispute over the changed diagram for Area 11-NQ needed to be settled and that the diagram for Area 0-NQ had not yet been approved by the Surveyor General. This appears to be semantics. The area had clearly been prospected and its value identified. His decision to change the diagram clearly gave him this avenue of attack to delay the deal with Anglo, to which he seems resistant. He is playing the Good Samaritan, claiming that, in terms of the Exploration Company’s agreement with Anglo [NEED TO GET THIS AGREEMENT! – NB] he and BG were only entitled to R386 899,24. (He then adds that in fact since BG had been issued certain receipts by Tati, the balance sheet was incorrect where it reflected BG’s holding company Atlas Mining as a loan creditor. Struck also obviously never submitted the balance sheet to Anglo American.

Imagine his surprise then, when, as he recounts in his affidavit, he receives a letter via his attorneys on 10 April advising that BG has received a cheque from Anglo American for R979 620, being the amount payable by Anglo to TTE. Enclosed with the letter was a cheque for R489 910, being Struck’s half of the total loan capital. BG had approached Anglo Amerrican with the balance sheet and on the strength thereof obtained a cheque equivalent to the amount of the loan capital reflected therein. Struck claims that even if Anglo chose to pay the full amount then TTE should have retained the amounts payable to Tati ‘in respect of those areas (viz. 8-NQ to 12-NQ inclusive) which still had to be ceded to the Exploration Company’. However, he reveals his hand in the very next sentence which reads: ‘Mineral Areas Nos. 8-NQ and 9-NQ have since been ceded.’ Clearly there is no realistic delay to this process and calling for a witholding of amounts, while technically correct, is very pedantic.

According to Struck BG endorsed the cheque (made payable to the Exploration Company and crossed and marked ‘not negotiable – account payee only’) and there is a further endorsement by Volkskas Beperk (Hurter?). Struck thereby claims that BG had ‘no authority to endorse the cheque on behalf of the Exploration Company and that in paying the cheque into an account other than that of the Exploration Company, he wrongfully and unlawfully and to the prejudice of the Exploration Company appropriated moneys properly belonging ton the Exploration Company’. Struck refused to accept the cheque and ‘returned it to [BG’s] attorneys’, insisting that it should be paid into TTE’s banking account, something BG refused to do. Struck wanted the full amount or, if not, as least his half, paid into TTE’s account and not retained by BG. This claim of if not eh whole amount then at least my half, seems to grant to BG the right to retain his share. It reminds one of a kid who refuses to let another kid play with his favourite car, claiming it’s broken, then under the guidance of an adult concedes that in fact it’s not really broken, he just doesn’t want the other kid to play with it.

In a letter to BG’s lawyers dated 22 April, Struck’s lawyers state that he had been overseas and that BG’s actions in endorsing the cheque are ‘clearly in breach of his authority’. The letter calls for BG to repay the full amount to TTE, after which a ‘decision will be taken by the board of directors as to how this money is to be dealt with’. It appears from this letter that, on 14 April, BG’s attorneys also returned Struck’s guarantee for R460,37 for Area 12-NQ ‘as Mr Glazer apparently contends that this amount does not cover the amount due in respect of this area, in view of the fact that it relates to diamonds and other precious stones’. Struck’s attorney’s state that BG’s crowd have requested ‘that we let you have an amended guarantee but you have not indicated what the guarantee should be for. If the guarantee is to be amended, then this will necessitate a further adjustment to the balance sheet.’

In their response on 5 May 1970, BG’s lawyers point out that Struck was in breach of the agreement by not signing, that he’d agreed to the substance of the balance sheet and that the only reason he gave for not signing it was that he didn’t understand balance sheets and wanted to show this one to his adviser. In fact, they point out that at before the above letter, they were not aware that Struck had ‘refused’ to sign the balance sheet, merely that he had ‘failed’ to do so before going overseas. The letter states that the balance sheet reflected the position based on the first diagram for Area 11-NQ, that Anglo American was aware of this and that until Tati reaches a decision about it, no adjustment ‘is permissible or called for’. It claims fiduciary duty on behalf of the company to justify BG’s actions in sending the balance sheet to Anglo (in terms of what was agreed at the meeting of 25 March) and receiving the cheque – a million bucks is a large amount and if he hadn’t done it the company might have been liable for payment of loss of interest for the directors. Thus they present BG’s actions as being in the best interests of the company and both shareholders. Then the whammy: ‘As referred to below, your client’s conduct, by contrast, has not been in the interests of the company, and has been in breach of the agreement. You client has deliberately and consistently obstructed that affairs of the company in the past, and this latest episode was in the same pattern.’ The letter also points out that the return of the guarantee for Area 12-NQ was not because of the amount but because it was for diamonds and not base metals and minerals as stated. (A picture of a manipulative, stroppy bumbler is emerging here.) As such, a change of the guarantee would not affect the balance sheet. Clause 7(b) of the same letter states, ‘your client has throughout this period acted as if he alone were entitled to control the company and out client’s reasonable requests made from time to time, for copies of company documents and explanations of technical reports and the like have been refused by your client without any just cause’. This even though, the letter states, BG had offered to personally pay for the copies to be made. A pattern emerges. Paragraph 7(c states that Struck has, ‘despite numerous requests and protests from our client, exceeded certain of the powers specifically conferred upon him by a resolution of the directors of the company dated the 4th November 1964’. The letter further accuses Struck of failing to observe the procedure agreed to in regard to payment of company accounts, of not signing minutes of meetings of which he was chairman, even though he had ‘stated on many occasions that the Minutes presented to him were correct’, and not signing the balance sheets so that the company had been unable to make proper returns of income as required by law. ‘As a result the company recently received estimated assessments for taxation for the years 1965, 66, 67, 68, 69, together with an assessment for penalties for the same period.’ Getting these signed off eventually was a whole palaver in itself – see paragraph 7(d), which ends, ‘Your client’s whole attitude in regard to the Company is consistent only with a desire to harass our client and to impose his will upon our client, to the detriment of the Company.’

Struck responds to this letter in his affidavit, maintaining much the same line as before, pegging his argument to the dispute over Diagram No. D.S.L. 43/69 and accusing BG of causing the company to have committed a criminal offence by submitting a balance sheet not signed by two directors. He also points out that he was the ‘Special Director’ listed on the bank signatory forms and that as such BG was not entitled to endorse the cheque from Anglo without his signature.

BG’s answering affidavit ran to 55 pages, with supporting affidavits from Jaffe, Feinsten and Feinstein’s partner, one Charles Zell Rangecroft. These affidavits make a mockery of Struck’s legal position. Their version of events differs materially from Struck’s, but more importantly he emerges as a shady, manipulative character who refused to sign documents, always communicated verbally and not in writing, and who was clearly looking for any excuse to delay the deal with Anglo. It’s possible that he was kite-flying, using the mineral rights as collateral to raise further loans and do other things, and he was now in trouble and if the deal went through with Anglo he’d have to pay up. Alternatively he was fronting for somebody else, or had made promises to some other group that they’d get the mining contract and now he’d have to go back to them and say the deal was off. His earlier behaviour of refusing to sign balance sheets or minutes of meetings would suggest a devious if not criminal mind, which would suggest that his links were to the Mafia or other underground organisation. He was clearly desperate. BG, on the other hand, was clearly desperate to get rid of him. The early part of his affidavit was a litany of the difficulties he’d had in dealing with Struck and Struck’s obstructive manner. In paragraph 19 he says, ‘Throughout the period of our association I frequently complained that he was not treating me as a partner and that he was abusing the powers which had been conferred on him…’ BG provides various letters in support of these problems, and in paragraph 85 of his affidavit, says, ‘I am convinced that Mr Struck’s rejection of the cheque that I tendered to him, and the launching of these proceedings, is motivated solely by a desire to harass me.’ In paragraph 20 he says, ‘Because of these difficulties it was a matter of some relief to me when approaches were made to Mr Struck and myself by various mining houses to allow them to exploit the mineral rights which had been acquired by TTE under the Prospecting Contract with TATI.’ He goes on to state that they’d negotiated the contract with Anglo American together, which means if Struck didn’t want to do the deal with Anglo he hadn’t said anything, but instead had gone along with whatever BG had suggested. If Struck had wanted to give the mining contract to someone else, then surely he’d have stalled even at that stage – or said something. With this perspective his later actions make even less sense. If he was simply devious, or difficult, then the question arises, why did BG allow the relationship to continue for so long. In terms of the 1964 agreement, Struck had until 1969 to complete his prospecting and identify his land. It seems that he made it by a whisker, with the last few mineral areas finally being registered in 1970. But there must have been plenty of reason and opportunity for BG to terminate the contract, so why didn’t he? Had the rabbi advised him to work with Struck? It seems unlikely as BG was a very independent player. Had someone else forced his hand on this? Did the 1966 kidnapping have something to do with it? Theories are cheap, but it has to be asked whether BG had considered ending his relationship with Struck earlier, but been prevented from doing so by threats made during the kidnapping. This might have been the basis for his later ‘abandoning’ the mineral rights held by Tati and ‘surrendering’ the rights held by TTE so that he’d no longer appear to have them and could be left alone to direct things from deep in the background.

Nevertheless, he was looking forward to the deal with Anglo. (In fact, the deal with Anglo only seemed to last for the 18 months of the extended contract, but that might have been prearranged with them, his English counterparts, as a means of getting Struck’s monsters off his back. In paragraph 20 of his affidavit he points out that ‘if Anglo American decides to exercise the main option granted to it in terms of this contract, the partnership between Mr Struck and myself in relation to TTE will for practical purposes come to an end and TTE will become a shell’. It appears (paragraph 21) that Anglo had acquired an option to purchase the 12 mineral areas and as part of consideration for this option it would make an interest-free loan to TTE of the amount of the two loan accounts in the names of the two shareholders in TTE, BG and Struck. It becomes clear from BG’s argument that the contract with Anglo was very specific about this: the loan accounts were to be cleared and therefore he was entitled to receive the cheque and pass half on to Struck. Any disputed amounts could easily have been settled later. (The implication of paragraph 70 indicates that certain final adjustments were specifically allowed for.) In fact in the meeting, it was Struck who insisted that the amounts owing to Tati for the mineral areas still to be registered should be reflected on the balance sheets and loan capital. When the cheques were made out in terms of this, it was suddenly not kosher. He was clearly kite-flying – or completely irrational and insane. Importantly, he refers to the agreement with Anglo as being ‘complicated’, but states that it’s not necessary to set out the full terms of the agreement for the purposes of the affidavit. Clearly, but it would be useful in establishing what happened to those mineral rights and areas in the ensuing years. The outcome of the court case is not known, and will need to be investigated.

1970       28 Dec. Corr. Tati to The Legal Adviser (Land), enclosing documents required for issuance of a Certificate of Rights to minerals in respect of Portion 22 of Farm Tati South No. 77NQ.

1970       Tati/TTE Annual Report of Geological Survey Dept. reflects ‘regional exploration of the Tati Concession’ by Sedge Botswana (Pty) Ltd, an Anglo-American subsidiary, after ‘negotiations with the private mineral rights holders’. A regional EM survey was carried out, followed by ground geophysics and some geochemistry. It has to be presumed that this was the work done by Anglo following the deal that was mentioned in the court application earlier this year. The report also states: ‘As far as their condition allowed, the old gold workings were investigated and antimony and kyanite deposits examined.’ It’s not clear whether this was part of the above deal, but seems unlikely as no gold rights had been acquired by TTE in terms of the 12 mineral areas. It could be that Struck went and pottered about with this as he was allowed to in terms of the original Notarial Prospecting Contract. The report continues: ‘By agreement, De Beers began an exploration programme for diamonds in the Tati Concession.’ Once again, it’s not clear whether this was in terms of an agreement with Anglo to explore Mineral Area 12 which was for diamonds, or whether it was for another area entirely. 

1970       BEC Companies House return for BEC shows list of BG’s other (African) directorships. Registered under five different addresses (three in Johannesburg, one being Kessel, Feinstein, Torch & Co.; one in Francistown, Botswana; and one in Bulawayo, Rhodesia) are 38 companies.

1971       22 Jan. Tati/TTE Notarial Deed of Cession No. M.A. 3/71 for Mineral Area 11-NQ (base metals or minerals, 4 083 acres, R57 873,78). NOTE: This only goes through after court case and after deal with Anglo. To date mineral rights have been ceded for a total of 39 320,9 acres (of which 39 317 for base metals or minerals) for a total consideration of R558 223,58 (R557 302,83 for base metals or minerals).

1971       15 Feb. Tati Dennis Rex Kelly uses his PoA dated 24 April 1962 [CLEARLY NOT THE SAME ONE AS ABOVE, WHICH HAS DIFFERENT DATE? – NB] to apply for Cert’s of Rights to Minerals for a whole bunch of properties with the intention of transferring the land to Gaberones Holdings (Pty) Ltd while retaining the mineral rights. [I PRESUME THIS IS IN TERMS OF THE DEAL WITH SERETSE KHAMA? – NB]

1971       31 Mar. BEC Registered office now given as 7 Fitzroy Square, London, W.1. The government of Zambia has expropriated three farms owned by the company in that country. ‘It is not anticipated that any compensation will be received in respect of this expropriation.’

1971       July. Tati Co ledger reveals invoices from Werksmans for amending mining concession and for talks held with Botswana govt, revealing that they had knowledge of these affairs. Corr. Tati to Registrar of Deeds applying for issue of Certificate of Rights to all Minerals in respect of each of the properties described in the schedule hereto. [WHICH PROPERTIES ARE LISTED ON THE SCHEDULE? WHO WOULD HAVE PREPARED THIS LETTER? WHO WOULD HAVE RETAINED THE CERTIFICATES ONCE ISSUED? – NB]

1971       Annual Report of Geological Survey Dept. states:

Sedge Botswana (Pty) Ltd. (a subsidiary of Anglo-American) completed evaluation of the Selkirk and Phoenix copper-nickel deposits under an 18-month option from the Tati Territory Exploration Co., who own the mineral rights to these deposits. However, it was concluded that further reserves needed to be found and proved before a decision to mine could be taken. Further development awaits a decision by Tati Territory Exploration to approach a large company to continue the work.

This is important in terms of the MG investigation. It appears that Anglo did not find sufficient reserves during that time to justify starting mining operations. Or the whole deal was a holding position for the English to get Struck’s people off BG’s back, believing that the area was not rich enough. Either way, it seems abundantly clear from this that the base metals and minerals rights which had been under the control of Anglo American (note, they were never ceded to Anglo, but remained in TTE) when it took over the loan capital of TTE, had now returned to the control of TTE, which would have to ‘approach a large company to continue the work’. 

The report continues as follows:

Sedge also continued their base metal investigations in the rest of the Tati Concession, under an agreement with the Tati Company Limited, the mineral rights owners … In addition, a survey of the old gold mines in the Tati Concession was completed. At the end of the year, only base metal exploration in the northern part of the Tati Concession was continuing. This indicates that the ‘old gold mines’ were not in Struck’s area and therefore were probably being surveyed by someone other than him, possibly Sedge (Anglo), which was doing ‘base metal investigations’ in the other areas as well.

1972       BEC New director, Francis Ferguson Slaven appointed after Pain resigns.

1972       30 Apr. Tati Co ledger shows journal entry in favour of Kessel Feinstein for ‘Application to court/B. Struck’, ‘Negotiation with Anglo American re mineral rights Phoenix & Selkirk’, and ‘Investigation: M. Davis Affair’. Revealing that they had knowledge of these aspects of the company’s affairs.

1972       18 Aug. Agreement between Government of Botswana, represented by Hon. EMK Kgabo, Minister of Local Government and Lands, and Tati. Govt wanted to develop Francistown and to ‘provide housing and services at reasonable prices to all residents, especially those with limited means’. All a euphemism, of course, for, ‘Let’s build accommodation for workers to mine these mines,’ and part of a long-term strategy that had clearly been worked out between BG and Sir Seretse Khama. The land deals were done in 1970, this was the implementation phase. Tati agrees to vest a certain amount of land in the Francistown Township in government, in exchange for – in phase 1 – 2,8 hectares of commercially zoned land and 20 plots (ave. size 1,1 to 1,5 hectares) zoned for high cost housing, which in terms of the agreement were to be ‘serviced by government at no cost to Tati’, meaning govt would pay for water, electricity supply, sewerage and roads infrastructure. For later phases, Tati was granted options on 10% of the commercial and high-cost residential land. This process was to be governed by an Act of Parliament. Tati has to agree to complete its development by 31 December 1980, or within 12 months of govt finishing its development, whichever is earlier. Tati has the right to occupy two plots for ten years at zero rental, and has to pay no tax on undeveloped land in the future if such tax is imposed. All mineral rights are excluded and retained by Tati. This goes into the statutes as the Acquisition of Francistown Act of 1972. No mention is made of the terms of the deal, it merely defines the areas.

1972       Tati/TTE Annual Report of Geological Survey Dept. states:

Sedge Botswana (Pty) Ltd, a subsidiary of Anglo-American, completed their base-metal investigations in the Tati Concession (under agreement with the Tati Company Limited, the mineral right owners) early in the year. A final report was submitted in May 1972.

The Tati Company and the Tati Territory Exploration Company retained the mineral rights in the Tati Concession, in spite of the provision of the Mineral Rights Tax of 1972.

This clearly refers to the 12 mineral areas and the deal with Anglo brought forth in the court application. Anglo’s 18-month exploration option is up, and the status in terms of mineral rights is presumably what it was before the deal with Anglo came into effect. [NEED TO KNOW MORE ABOUT THIS MINERAL RIGHTS TAX!!!! WAS IT ONLY EFFECTIVE FROM 1972 AND WHAT OBLIGATIONS DID IT PLACE ON TATI/TTE? – NB]

1973       Formation of Enlightened Action Group (EAG) – various international govt agencies and senior members of the South African govt in a plan to bring the ANC into power.

1973       31 Mar. BEC Auditor’s notes reflect that ‘certain land owned by the company in Botswana has been sold to the government’ at an estimated (tax-free in terms of the agreement) profit of Z$35 000. Also reflect the expropriation of three farms in Zambia and that claims for compensation have been lodged through the Foreign and Commonwealth Office in London ‘and the directors anticipate that adequate compensation will be received’. Lists assets as ‘mineral rights’ and dividends as ‘income received from mineral rights’.

1974       31 Mar. BEC Balance sheet and relative accounts show 591 120 shares in issue, with BG holding 489 867 (83%). [QUESTIONS ARISING AT THIS POINT: WHAT WAS THE MONEY USED FOR THAT WAS RAISED BY ALL THOSE MORTGAGE BONDS? WHAT OF RENTALS FROM ALL THE BUILDINGS? WHAT MINING ACTIVITIVES WERE GOING ON AT THIS STAGE THAT WAS BRINGING IN THE MINERAL RIGHTS INCOME? HOW WERE THE AGREEMENTS OF 1924 RESOLVED?]

1974       21 Jun. Tati/TTE Notarial Deed of Abandonment of Mineral Rights No. 32/74. As a result of a resolution of the board of Tati passed on 29 May 1974, and a PoA granted to Terence Kelly on the same day, Tati Co ‘irrevocably’ abandons all its rights to minerals under the land in the North-East and Francistown Districts, excluding, however, the mineral rights for the 12 Mineral Areas it had ceded to TTE. It mentions that Tati Co ‘has from time to time disposed of various areas of land within the North-East and Francistown Districts but has retained ownership of the mineral rights in respect thereof and in a number of cases has obtained the issue in accordance with the laws of Botswana, of Certificates of Rights to Minerals’. However, it is now abandoning these rights. For an astute businessperson like BG, who has fought long and hard, the exchange given for this abandonment is rather unusual. Paragraph 2 of the declarative statement reads: ‘[Tati Co] declared that neither Tati Co nor any other person is to give or receive any consideration in respect of the abandonment by Tati Co of the rights aforementioned, save that the Government of the Republic of Botswana is to abandon any right it might have against Tati Co to claim payment of Mineral Rights Tax in respect of the period from the date of commencement of the Mineral Rights Tax to 30 June 1974.

This means that the gold rights to the entire 1,3 million acres, the diamond and precious stones rights to the entire area minus the puny 3,9 acres represented by Mineral Area 12, and the rights to base metals and minerals for all but 11 defined areas were simply ceded in exchange for nothing but a bit of tax relief. [WHEN WAS THE MINERAL RIGHTS TAX INSTITUTED AND HOW MUCH WOULD TATI HAVE BEEN LIABLE FOR?] But even if it owed millions, it could hardly have been worth abandoning the mineral rights for. Did Khama put the screws on BG, or was he a willing participant in a secret deal devised to protect BG’s identity as the holder of the rights? For further interpretation of this, see Geological Survey Deparment Annual Report below.

28 Jun. TTE ‘abandons’ its mineral rights [WE HAVE NO OFFICIAL RECORD OF THIS, EXCEPT GEOLOGICAL SURVEY REPORTS AND THE NOTE IN THE FINANCIAL STATEMENTS, OF WHICH WE HAVE FROM 1976 – NB] and a three-year prospecting licence is granted on 1 Jul. For interpretation of this, see Geological Survey Department reports below.

1974       Tati/TTE Annual Report of Geological Survey Department states:

An Industrial Minerals geologist (UN OTC) took up his post in August and work commenced on the special task of assessing the industrial minerals potential and establishing a mineral testing laboratory.

Further contributions were made to the new Mines and Minerals Act and as a member of the Mineral Policy Committee to policy matters regarding mineral exploration and development. The last privately held mineral rights, in the Tati concession area, finally passed to the state, and considerable time was spent in dealing with companies who contemplated applying for a concession in the relinquished area, and in assisting the UN Regional Mineral Resources Adviser towards a possible similar undertaking. 

The way to read this is that the ‘Industrial Mineral geologist’ referred to in the first paragraph above was seconded by the UN (UN OTC) to the Geological Survey Department, and it was the Department that made the ‘contributions’ to the Act and to ‘policy matters’ referred to in the first sentence of the second paragraph above. Thus the Department also spent ‘considerable time … assisting the UN Regional Mineral Resources Adviser’. This implies a strong and sudden(?) involvement by the UN, and now we get to the important part: the Department and the UN adviser were ‘dealing with companies who contemplated applying for a concession in the relinquished area’. This implies that BG’s abandonment of mineral rights was followed by a surge of applications for prospecting licences, with the UN in helping to administer the process. This would hardly have been the result of a strategic abandonment by BG, unless he was involved in all the companies applying for the prospecting licences, and perhaps had some say in who would get the licences. It’s possible, of course, that if govt was secretly still paying him his royalties it didn’t matter to him who prospected or mined the land. 

This is further borne out by the following paragraph in the report:

Twenty-seven Special Prospecting Licences were held by 15 companies at 31st March 1975. Five licences over new areas were granted during the year, including those prepared for issue early in 1975. A further 14 grants were awarded over parts of larger concessions expiring during the period 31st March 1974 – 31st March 1975 and renewal of four existing Special Prospecting Liecences was also approved (Tables 1 and 2, concessions map, in pocket). 

[WE DON’T HAVE THESE TABLES NOR THIS MAP; IT’S IMPORTANT TO GET – NB]

A considerable amount of ground under concession was relinquished during 1974, but new awards, particularly for coal, were also made over large areas early in the year (see 1973 Annual Report). The Tati Company surrendered their private mineral rights in the Tati Concession area. The Tati Territory Exploration Company also surrendered their mineral rights over the remaining blocks in the Tati Concession, in return for remission of mineral rights tax; the company was awarded a Special Prospecting Licence for continued prospecting rights. Bamangwato Concessions Limited’s Mineral Concession No. 12, dating from 1959, expired but prospecting rights were continued over parts of their remaining concession under the conditions of the 1967 Mines and Minerals Act.

The continued prospecting rights for three years for TTE are a far cry from mineral rights in perpetuity. What happened to those mineral rights? Did they go to the government? The Act of 1967 does not imply compulsory abandonment of mineral rights, although the 1999 Act makes no mention of privately held mineral rights (see for example Sections 66 and 67 on royalties and remission of royalties). If Tati and TTE had genuinely been forced to surrender their mineral rights in terms of the aforementioned Act of 1967 and subsequent involvement of the UN, then the only issue would be was BG sufficiently compensated for his abandonment? Was a bit of tax relief enough to make him happy? Or was he given preferential rights to reapply for concessions and prospecting licences etc?

The report continues by listing a number of ‘operating exploration companies’ with which the department had maintained ‘close contact’. [CUT AND PASTE FROM SUMMARY DOCUMENT – NB] It then goes on to list the ‘progress and main activities’ of the companies ‘holding Special Prospecting Licences in Botswana in 1974’. 

TTE is covered in paragraph 3.2.16 as follows:

Tati Territory Exploration (Pty) Ltd surrendered its private mineral rights in June. A Special Prospecting Licence over the twelve blocks in the Tati-concession was granted to the company at the same time. Discussions were held with Government concerning an acceptable prospecting programme for the Selkirk-Phoenix nickel-copper deposits and other prospects. No agreement was reached and notice of termination of the licence was given in December. Early in 1975 further discussion were held and it was agreed that both the Tati Territory Exploration Company and Government would attempt to find a mining company interested in managing exploration of the areas, with Tati Territory Exploration retaining an acceptable interest. 

The most obvious conclusion to be drawn from this was that TTE was not moving fast enough in terms of exploring or exploiting the nickel-copper deposits and it was in danger of losing its prospecting licences, and it managed to hold on by promising to find a mining company ‘interested in managing exploration of the areas’. This hardly seems like a company getting preferential treatment, unless you view the decision by government to give it one more chance as equating to preferential treatment.

JS reckons that while BG abandoned the rights, he did a deal with Seretse Khama behind the scenes such that the government would continue to pay royalties to Tati and TTE according to the old agreements. ‘A private arrangement’ he calls it, following from which he reinvested the money through banking or investment in the companies that were floated, or lent to government by buying bonds. If this was so, there’d have to be some record of this at the highest level in order for it to continue in perpetuity and for the sake of the claims of future generations. Who would have this or who would know? Certainly the Title Deeds reflect that TTE still holds the rights to the minerals in the 12 areas and if anything had changed according to any statute, it should surely have been changed on the Title Deeds. Also, the Mines and Minerals Act, 1999, makes no mention of privately held mineral rights.

1976       Soweto riots

1976       TTE Change of address from Cor. Second St and Second Ave, Francistown, to Lot No. 214, Francistown.

1976       TTE AFS dated 30 June 1976 submitted with Annual Return of a Company. These are the first financial statements available to us since the 1970 balance sheet which was the basis for the loan settlement by Anglo. Interestingly, under the header ‘CAPITAL EMPLOYED’, apart from the nominal value of the loan capital, are unsecured loans from Atlas Mining Corporation Limited (R491 122), Tati Company Limited (R11 707, making a total with the previous amount of R502 829) and National Manganese Mines (Pty) Ltd (R502 124). Atla Mining and Tati, we know, was BG. National Manganese was Benny Struck [CHECK – NB] It appears that these are the original loan amounts that were taken over by Anglo American in 1970, and that have now been taken over again by the original shareholders and bitterly opposed partners, BG and Struck. And apart from this movement, no other trading or operations appear to have taken place within the ambit of the company. The total for Plant, Machinery, Motor Vehicles, Furniture and Loose Tools is given as R37 516. In the 1970 balance sheet, these amounts represented a total of R37 517. The other assets, which in 1970 were listed as Mineral Rights (R560 610), Drilling and Prospecting Expenditure (R380 268) and General Administration Expenditure (R15 587), and which made up a total of R956 465, have now been listed as an accumulated loss, since, as Note 1 states, ‘The mineral rights were abandoned by the company on 28th June 1974 and were therefore written off. A Special Prospecting Licence for a period of three years was granted to the company on 1st July 1974.’ This accumulated loss has picked up the annual expenses of the company and now stands at R996 552. No other changes are reflected in the AFS or copany returns, except that in 1977, Pillar Trust Limited resigned as company secretary and Atlas Finance & Trust Corporation (Pty) Ltd was appointed in its place. In 1979 there is a change of address to Cnr Francis & Bluejacket Streets, Lots 664, 665, & 666, Francistown.

1978       Annual Report of Geological Survey Department reads:

Discussions were held in 1978 with representatives of Leon Tempelsman Inc, BNFL, General Mining, Phelps Dodge, Lonrho, Falconbridge, as well as with companies holding prospecting licences or reconnaissance permits.

Falconbridge Explorations (Botswana) (Pty) Limited continued to expand its operations, and examined several widely spaced areas. In the Francistown area, the environs of the disused gold workings at Map Nora, geochemical sampling has covered Bonanza and Golden Eagle, and sampling on a more regional basis between these workings and Francistown is also in progress.

[WHAT’S THIS TELLING US? – NB]

1979       16 Aug. Removal of Reservation of Trading Rights – Tati Co Ltd, Act 1979. [why was this necessary? – nb]

1979       According to the Republic of Botswana: Statute Law Volume LXIII, 1979, in clause 4: ‘The mineral rights in respect of all land vested in the State under sections 2 and 3 above, shall be retained by TATI COMPANY LIMITED. [WHAT’S THIS ALL ABOUT? – NB]

1980       BEC Change of address of registered office to Wembley, Middlesex.

1980       Tati Change of address of registered office to Wembley, Middlesex.

1980       18 Jan. Report in Botswana Daily News:

Botswana Daily News: Botswana may have oil, gold – Lebang Raditladi

“Dr. Jones also revealed that traces of gold have been found in the Tati Area and form fairly extensive tracts in the eastern half of the country. Falconbridge Exploration Botswana Company that has 16 exploration licences for diamonds, three of which are for gold and copper, is exploring in the areas near Francistown. It is presently competing for exploration rights with De Beers. Dr. Jones also revealed that the UK, West Germany and Japan have indicated their interest in financing the next stage of the Airborne Magnetic Survey, which will be a detailed investigation of specific magnetic provinces. He said to that effect, the British Ministry of Overseas Mineral Development has just approved £1m to finance the project.”

[WHAT’S TO BE UNDERSTOOD BY THIS? – NB]

1981       6 July. Another agreement between govt and Tati, in which it’s stated that, ‘The other provisions of the Agreement of 19 August 1972 shall mutatis mutandis apply to this Agreement.’ [WHAT’S THIS ABOUT? – NB]

1982       BEC Not much variation in the intervening years. Conversion to PLC. Objects still same as original.

1983       A Bill passed through South African parliament to bring the ANC into power.

1983       Annual Report of the Geological Survey Department states:

De Beers Prospecting Botswana, Falconbridge Explorations and Seltrust Botswana Explorations carried out diamond exploration. In the Tati area Falconbridge concentrated most of their exploration effort towards the evaluation of known small gold prospects. Licences to prospect for gold in the Tati area have been issued to several companies.

1984       23 June. BEC Power of Attorney granted to Hermanus Christoffel du Plessis by BG and Seymour Simon Faiga (by virtue of a Resolution of the Board).

1984       17 July. Tati/BEC BG dies. Same day, CA Jaffe appointed as alternate director to N Werksman. Also on same day, cheque no 25333 made out to New York Pharmacy (135 Claim St, Hillbrow) with account no. 100-340-720 changed to 100-010-135, which was to become the account no for the Estate Late B. Glazer. It was signed by SS Faiga and Feinstein. His daughter Michele and her husband Richard Solomon fly to London, where Richard views the body and advises Michele that it was grotesque and swollen to twice its normal size.

They return to Jo’burg where Feinstein calls a meeting at Mrs Etty Glazer’s house, El Chaim in Morningside. Brother Sam is elated at the outcome of the will. Michele is advised that she is a minority and made to feel that her inheritance in inconsequential. At no stage did either Feinstein or Jaffe advise Michele and Richard of the value of BG’s international operations nor did they discuss any of his assets for example mineral rights. [WHO ALL WAS PRESENT? WHAT ARE THEIR OBLIGATIONS IN TERMS OF ADVISING THE BENEFICIARIES OF THE EXTENT OF THE ASSETS? – NB] The will stated that the estate was to be paid out in three tranches, on brother Sam’s  30th, 35th and 40th birthdays, in the ratio of 50% to him and 25% to each of two daughters, Michele and Ella (there is some dispute about whether this, or the accumulated income, should be divided equally between the three – see reports of forensic accountant). Clause 21.1 stated that if prior to payment of any of the tranches, any beneficiary was in such a financial position that any part of their benefit could be attached by creditors, that the payment was not to be made to that beneficiary. Effectively, any judgements against them by creditors and they’d be cut out of the will. This clause was to echo loudly in Michele’s mind every day for the next twenty years as her efforts to advance financially were frustrated by the very people who were purportedly there to help. (Explain debt-for-equity entrapment.) In clause 11.1, BG also directed his administrators ‘to endeavour to purchase any shares offered for sale to them in the Bechuanaland Exploration Company Limited but this shall not apply to those shares in that company owned by MRS LORAINE MUNITZ (his niece, daughter of late brother Samuel – NB) and I direct my administrators not to purchase such shares from her’. For a man with scores (maybe hundreds?) of companies, his instructions regarding this particular one were very specific. It was clearly important to him. Why? [WHY? – NB] Researchers witnessed a letter [DATED? – NB] informing the Company registrar in Botswana that BEC was to be struck off the Register, but were not able to copy the letter.

1984       17 Jul. TTE BG dies. Same day, CA Jaffe and SS Faiga appointed as directors.

1984       20 July. BEC Three days after BG dies, du Plessis uses his PoA to ‘apply for the issue of Certificate of Registered Title’ for Portion 7 of the farm 77NQ:281/84. (Note: Title Deed No. 444  was registered in name of BEC on [4 APRIL 1927 OR 5 JULY 1958? – NB] being for Remaining Extent of Farm 77NQ. Portions 2 and 6 of the same farm were acquired on 1 March 1957 under Title Deed No. 2055 and Portion 1 on 25 April 1962 under Title Deed 24/62.) [WAS PORTION 7 ACQUIRED UNDER A SEPARATE TITLE DEED 281/84? - NB] [WHO WAS DU PLESSIS? WAS HE BUYING THE LAND? WHAT WAS GIVEN IN CONSIDERATION? WAS THIS ACTION REALLY UNUSUAL IN THAT BG HAD SIGNED THE POA ABOUT A MONTH BEFORE? – NB]

1984       20 July. Tati Using same PoA, du Plessis applies for Cert. of Reg. Title being for portion of the remainder of the land of Farm 37NQ:282/284 registered under Title Deed no. 159  in favour of Tati Co Ltd.

1984       24 July. BEC Seymour Simon Faiga appointed as director in place of BG. (See South African Jewry 1965 p247 for biog.)

1984       24 July. Tati Seymour Simon Faiga appointed as director in place of BG. (See South African Jewry 1965 p247 for biog.)

1985       31 March. BEC [NEED TO CORRECT DIRECTORSHIPS ON PAGE 51 – NB] The accounts also record three subsidiaries (see p51), two of which are listed as ‘finance companies’ and one as ‘property owner (farming)’. The latter produces dividends for the year. An extraordinary item of profit on sale of land in Botswana is shown, as well as dividends from Grindlays Bank PLC. [WERE ALL THREE SUBSIDIARIES OWNED IN TIME OF BG, OR WERE ANY OF THEM NEW? WHAT BUSINESS DID THEY DO OR WHAT WERE THEY USED FOR? WHAT LAND WAS SOLD, THAT BROUGHT THE EXTRAORDINARY ITEM? WHAT WAS THE DIVIDEND FROM GRINDLAYS BANK PLC? HOW DID THESE STATEMENTS COMPARE WITH PREVIOUS YEARS? – NB] BG has 495 387 shares, all beneficially owned. Slaven, Stirling and Werksman each have 1 000 shares. [WHAT OF THE OTHER SHARES? – NB] Under ‘Fixed assets’ it reads: ‘Land, certain farm improvements, mineral rights, and unlisted investments are not depreciated.’

1985       6 Sep. Tati Werksman resigned as director, Sam and Jaffe replace him. Both listed as directors of BEC, Read’s Drift Land Co Ltd and Crest International Holdings Ltd [CHECK BECAUSE BELOW JAFFE NOT LISTED ON CREST – NB]

1986       24 Jan. Tati Shenanigans begin. Extension for submission of accounts applied for. [WHO WAS THIS ADDRESSED TO? COMPANIES HOUSE? – NB]

1986       31 Mar. BEC Annual accounts show Werksman resigned as director on 20 August 1985 and CA Jaffe, appointed as alternate to Werksman on same day BG died, appointed as full director in his place. Likewise, BG’s son Sam – who has same names as BG’s brother – is appointed on the same day. Faiga resigns and appointed as alternate to Sam on same day. [WHO WAS ORCHESTRATING THIS FROM WITHIN THE COMPANY? WHO PROPOSED WERKSMAN’S RESIGNATION? WHO VOTED FOR IT? AND WHO PROPOSED JAFFE AND VOTED FOR HIM? – NB] Sam and Jaffe now each have 1 000 shares as well [WHO DID THEY BUY THESE FROM AND DID THIS CONFLICT WITH CLAUSE 11.1? – NB]

1987       31 Mar. BEC AFS states NBV of group’s fixed assets was $166 643, down from $173 886). [HOW DOES THIS COMPARE WITH PREVIOUS YEARS? ALSO, WERKSMAN NO LONGER ON THE DIRECTOR’S LIST, BUT IS HE STILL A SHAREHOLDER? – NB] A loan of $1 769 400 is recorded to Embassy Investments (Pty) Ltd, ‘a company controlled by the administrators’. [WHERE DO THESE FUNDS DERIVE FROM, OR HOW WERE THEY MADE UP? HOW DID EMBASSY APPLY THEM?]

1987       Tati Vol III of The Laws of Botswana Revised Edition 1987, Ch 32.05 discusses the Tati Concessions Land Act, and states: ‘That Tati Concsssions Limited, its successors and assigns, is hereby confirmed in the full, free and undisturbed possession as owners of all the land within the Tati District. It goes on to describe the land which we know as having been granted by Lobengula to James Fairbairn and Samuel Edwards in 1887 and which was transferred to Tati Company Limited in 1914. However, it seems like an outdated Act (commenced 21 January 1911) that has been included and updated by some clerk who had no idea that subsequent laws might have affected it. For example it refers to the rights and obligations of the ‘National Railways of Zimbabwe (formerly known as the Rhodesia Railways Limited)’ and refers to an agreement of November 1910 between Tati Concessions and the railway company. It also states, in clause 5, that ‘All sales, leases or agreements whereunder occupation of land has been given by the Tati Concessions, Limited, prior to 21st January 1911, and still binding, shall be recognized as valid…’ That date is the date of commencement of this Act, however it clearly hasn’t been updated to include, for example, the Notarial Deed of Abandonment of Mineral rights No. 32/74 of 21 June 1974, which arose apparently out of a deal with Sir Seretse Khama and makes no mention of subsequent developments. In fact, a reading of Deed No. 32/74 is more revealing, and shows a more accurate picture of the changes of ownership and laws governing the rights. There is a Tati Concessions Land (Amendment) Act, 1970, which follows the Februrary 1970 agreement with Seretse Khama. [NEED TO GET LEGAL OPINION: IF LATER ACTS SUPERCEDED THIS ONE, WOULD THIS ONE STILL BE ON THE STATUTES? OR SHOULD THIS ONE HAVE BEEN AMENDED TO REFLECT LATER AGREEMENTS BETWEEN TATI AND GOVT? – NB] Letter to Botswana A-G dated 30 June 2003 requesting information on whether this Act is still in force has to date brought no reply.

1987       1 Dec. BEC Annual Return of a Company [PRESUME COMPANIES HOUSE, LONDON – NB] shows Jaffe now a director of The Read’s Drift Land Co Ltd and Tati. Sam a director of these two plus Crest International Holdings [EXPLAIN CREST. AND IS THIS THE FIRST TIME THEY APPEAR AS DIRECTORS OF THESE COMPANIES? – NB]

1988       29 Feb. Tati Another three-month extension for submission of accounts applied for. Signed by S. Faiga on behalf of Atlas Finance & Trust Corporation.

1988       10 May. BEC Certificates of Incorporation of two new companies, Sam Land Estates Co and Sam Estates Holdings. [UK OR SA? LIMITED LIABILITY? – NB] Annual Return fees paid by Tati. [DOES THIS MEAN TATI PAID FOR THE REGISTRATION ETC OF SAM’S COMPANIES? - NB]

1988       29 Jun. BEC A whole swath of mortgages to the value of £417 300 – paid in full. [ORIGINAL AMOUNT WAS £417 500. WHICH IS THE CORRECT FIGURE? OUT OF WHAT FUNDS WERE THESE PAID? WERE THE BUILDINGS SOLD?]

1988       11 Nov. Deed of Transfer from BEC to Sam Estates Land Co. raises Title Deed No. 767/88. [IS THIS CORRECT WORDING? – NB] This is for the transfer of Portions 1,  2, 6 & ‘Remaining Extent’ of Farm 77NQ. [WHAT HAPPENED TO PORTION 7 THAT WENT TO DU PLESSIS ON 20 JULY 1984? WHAT ARE THE ‘CONDITIONS REFERRED TO IN DEED NO. 159 DD 8 MARCH 1916? WHAT WAS THE ‘NOTARIAL DEED OF ABANDONMENT OF MINERAL RIGHTS ABOUT? WHAT IS THE ‘REMOVAL OF RESERVATION OF TRADING RIGHTS (TATI COMPANY) ABOUT?] sold for P312 000 (pula). [WHERE DID SAM’S MONEY COME FROM? DOES IT MATTER? – NB] Sam Estates Holdings owns 99 out of 100 shares in this company. Tati Co Ltd owns the other share. Shareholders as of 24 Oct. in Sam Estates Holdings are Tati Company Limited (49 shares) and – wait for it! – Hermanus Christoffel du Plessis (51 shares). So, land that was effectively sold by Tati to BEC has now been sold back to Tati. [IS THIS CORRECT? WHAT WAS THE ORIGINAL CONSIDERATION PAID AND HOW DOES THAT COMPARE? DOES THE PURCHASE PRICE REPRESENT TRUE VALUE? – NB]

1989       17 Apr. BEC Sam Glazer presents to Louise Vosloo, Notary Public – at Werksmans Chambers! – a statement of voluntary liquidation (winding up) [CHECK TERMINOLOGY – NB] The statement lists the value of marketable securities as being worth £1. [SO WHAT HAPPENED TO THE SHARES AND CLAUSE 11.1? – NB] Balance at bank listed as £724 852 [does this reflect sale of properties? – nb], debtors as £606 372 and estimated realisable value of assets given as being £1 331 225. Less a few creditors and costs, the estimated surplus comes out at £1 242 974. Under remarks it’s stated that the company operates solely in Zimbabwe. [CLEARLY NOT THE CASE SINCE IT OWNED LAND IN BOTSWANA, RIGHT? – NB] [WHAT HAPPENED TO ITS SUBSIDIARIES AND WAS THERE ANY OTHER LAND? WERE ALL THE BUILDINGS SOLD? - NB]

1989       2 May. BEC Extraordinary General Meeting held on 2nd Floor, Barclays Bank Building, 8th Avenue, Bulawayo. Special Resolution passed to wind up company voluntarily. Ordinary Resolution appointing one David H. Gilbert, ACA of Levy Gee & Partners in London as Liquidator. On 22May a surety bond of £250 000 was taken out. [TO COVER A PENALTY, COSTS, THE OUTSTANDING DEBT, OR WHAT? IS THIS IMPORTANT? – NB] In the notice of appointment of liquidator, the nature of the company is listed as ‘Cattle farming and property owners.’

1989       24 July. Tati EGM at Glazco House. Special Resolution to change Article 57 of Article of Association, enables directors to borrow in excess of R3m, and that there be no limits to how much they can borrow.

1990       12 Jun. BEC Liquidator’s statement reflects capital ‘Paid up in cash’ as being Zim$700 000 and ‘Issues paid up otherwise than for cash’ as being Zim$601 773. Since there were 601 773 shares in issue, it’s clear that they were saying that these shares were worth Zim$1 each, but that they’d been issued but not paid for in cash. In other words, the Glazer Will Trust was not going to get a cent. The question is, who held the Z$700 000 worth of shares that were going to be paid out? One would guess the directors with their measly 3 000 shares between them. [WHAT’S THE CORRECT INTERPRETATION HERE? – NB] Assets are to be realised by HE Bloch & Co, the Zimbabwe liquidators. The statement also says the winding up cannot be concluded because ‘assets not realised (administration of case being carried out in Zimbabwe’, and the period within which winding up is expected to be completed is given as ‘Uncertain’.  The exact same information is submitted in the Liquidator’s Statement of 5 Nov., again on 15 May 1991, 31 Dec 1991 and 3 Jun 1992.

1992       3 Feb. Tati Corr. From SS Faiga to Mr Mabua of Ministry of Local Govt & Lands referring to letter dated 10/12/1991 requesting dates for ‘long-awaited meeting’ re 1970/72/81 agreements between govt and Tati. On 18 Mar. corr. from Sam to Mr Skelemani, A-G of Botswana re ‘Claim for breaches of the 1969 (signed February 1970), 1972, 1981 Argreements between Government and Tati Company Limited.’ Under paragraph 6.9 it reads: ‘Mining Lease Area – Is the intention of Government to develop this area? If so, when? If not, what are Government’s plans for this area?’ [WHICH AREAS ARE BEING REFERRED TO? WHAT ARE HIS INTENTIONS? OR IS THIS JUST BEING USED AS PROOF OF AWARENESS? – NB] Another on same day to ‘Robert/Dries’ re Agreements between Tati and The Northern Ranching Co Ltd saying ‘I am also concerned that we are not systematically checking the royalty calculations which are submitted with payment by such parties as Quarries, TC& Sons, and Govt.’ Obviously implying that there were royalty payments and that he was aware of them and managing them. [WHERE DOES THIS CORR. COME FROM? IS IT SUBMISSIBLE?]

1992       9 Jul. BEC Tax returns for BEC for ‘tax year ended 30 Jun 1992’ and prepared by RC Arnowitz, the group financial accountant for Glazer Bros, are submitted to HE Bloch. [WHAT’S THE SIGNIFICANCE OF THIS? – NB]. On 20 July a letter signed by Faiga on behalf of BEC is sent to directors Slaven and Stirling, as well as to Bloch, asking them to sign the ‘enclosed Declaration of trust and share Transfer forms in connection with the 1 000 shares registered in your name’ and to return them to a box number in Jo’burg. At this point, Slaven and Stirling had 1 000 shares each and Bloch 50. [DID THIS MEAN THEY WERE SURRENDERING THEIR SHARES? WOULD THEY GET COMPENSATION FOR THEM? WHERE DID BLOCH GET HIS FIFTY FROM? WHAT WAS HAPPENING TO SAM AND JAFFE’S SHARES? – NB]

1993       15 Jan. Tati Annual accounts [SUBMISSIONS TO CH? – NB] show Faiga now a director. Nature of business given as ‘Retailer, wholesaler, developer and trader of land.’ Holding co. given as Glazer Bros Investments (Zim) (Private) Limited. [IS THIS NEW OR WAS IT ALWAYS LIKE THIS? – NB] Subsidiaries given as the Northern Ranching Company (Pty) Ltd (issued share  capital 2 880 000, 100% owned), Sam Estates Holdings (Pty) Ltd (issued share capital 100, 100% owned) and Sam Estates Land Company (issued share capital 100, 100% owned). Auth. Shares 313 334, nominal value P313 334 (1955:£156 6670; issued shares 306 866, nominal value P306 866 (1955:£153 433). [DID THE ‘SPECIAL NOTE’ APPEAR IN THE ANNUAL RETURNS OR IS THAT OUR NOTE? IS THIS SUPPOSED TO REFLECT THE NOMINAL OR MARKET VALUE OF THE SHARE CAPITAL? HOW WAS THIS TREATED WHILE BG STILL ALIVE? IF A COMPANY IS WOUND UP, DOES THE COMPANY PAY THE NOMINAL VALUE OR THE MARKET VALUE OF ITS SHARES? – NB] Unissued shares (6 468) are under the control of the directors. (A report on 26 Jan 1996 by forensic accountant Brian(? )Watson to attorney(?) Brooks acting for MG(?), in memorandum no 4, states that ‘this value is nothing more than notional’.)

Under assets, the following appears:

5.1 In terms of an Agreement with the Government of Botswana, signed on 18th August 1972, the company vested in the Government large areas of developed and undeveloped land in exchange for:

2.8 hectares of commercially zoned land,

20 plots zoned for high-cost housing, and

10 % of certain commercial and residential land in any future development by the Government on the land granted by company to the Government.

The extent of the land vested in the Government is unknown, as it has not as yet been surveyed. The land, which will be received, on the exchange has not as yet been determined. Consequently, it is not possible to record the exchange in the book of the company. [WHAT’S TO BE READ FROM THIS? WAS THE EXTENT OF THE LAND KNOWN? HAD IT BEEN SURVEYED, RECEIVED? WHAT ARE THEY TRYING TO ACHIEVE? – NB]

Also recorded is a loan to Embassy Investments (Pty) Limited, a ‘company controlled by the directors’. [WHAT WAS THE VALUE OF THIS LOAN? WHAT WAS/IS EMBASSY? – NB]

Agreement with Tati-Gallic to set aside certain lots in Francistown for development, lots which Tati cannot transfer without prior consent of Tati- Gallic. [WHAT WAS/IS TATI-GALLIC? – NB]

1992       8 Oct. Tati Annual return ‘of a private company limited by shares’ reflects Faiga is now a director of Read’s Drift. Sam is a director of CCP Crest City Properties in addition to Tati, Crest Int’l Holdings and Read’s Drift (no mention of Sam Estates etc), and a past director of BEC – in liquidation July 1989. [WHAT IS SIGNIFICANCE OF SHARE TRANSFER REGISTER PAGE SCANNED INTO ORIGINAL TATI DOCUMENT AT THIS POINT? – NB] Sam transfers shares from Estate late BG, SLG and B&SLG; (total shares 2 300) into his name. [PRESUMABLY HE’S NOT ENTITLED TO DO THIS? WHAT SHOULD HAVE BEEN THE PROCEDURE? – NB] Corr. Faiga to one Mr Ravi Patwardhan [WHO IS HE? – NB] stating that they’ve ‘done investigations into the matter’ and found that ‘the people listed in your fax’ were all ‘nominee shareholders for Glazer Bros Investments (Rhodesia) (Private) Ltd, as it was known in those days’. [PRESUMABLY THEY WEREN’T NOMINEES BUT SHAREHOLDERS IN THEIR OWN RIGHT, THOSE SHARES GOING TO THE ESTATES ON THEIR DEATH? PRESUMABLY HE SHOULD HAVE MENTIONED THAT THE PEOPLE ARE DECEASED SHAREHOLDERS? – NB] Faiga then requests new share certificates in Sam’s name as nominee for same company, as well as ‘declaration of trust and blank transfer form’. [WHAT WAS HE PLANNING TO DO WITH A BLANK TRANSFER FORM? – NB] See clause 6.2.2 of BG’s will which expressly precludes administrators from purchasing or otherwise acquiring assets which niece Loraine Munitz has acquired or will acquire from estate of late SLG, and precludes administrators from acquiring any shares in Glazer Bros Investments (Rhodesia) (Private) Limited.

1992       30 Nov. Tati Another application for extension of submission of accounts, signed by SS Faiga, Atlas Finance & Trust Corp. (Pty) Ltd. [WHAT WAS THIS COPMANY? WHEN WAS IT SET UP? WHAT ELSE DID IT DO? WHAT WAS FAIGA’S POSITION? WERE THEY SUBMITTING ACCOUNTS IN THE INTERVENING PERIODS, OR JUST APPLYING FOR AN EXTENSION EVERY FEW YEARS AND SUBMITTING NOTHING? WHAT INTERPRETATION CAN BE GIVEN TO THIS ACTION? – NB]

1993       1 Feb. BEC Liquidator’s statement same as before. Same again on 11 May 1993 and 16 Nov 1993. More than three years now. [WHAT ARE THE NORMAL OBLIGATIONS IN TERMS OF A LIQUIDATION? – NB]

1993       30 Jul. Tati EGM at Glazco House, that the Articles of Association be amended so that the words ‘not less than three’ in Article 92 be deleted and substituted with the words ‘not less than two’. Signed by Sam (Chairman). [WHAT DID THIS REFER TO? MIN NO OF DIRECTORS? – NB]

1994       7 Apr. Tati Fin Statements show Faiga resigned as director 1993. (He was 71. why did he resign? did he retire from other positions at the same time? it seems he’s still alive, so he wasn’t likely to have been in ill health. They clearly didn’t want to appoint a replacement, hence the change to article 92, right? Pre-planned? what was the plan? something faiga couldn’t be privy to? – nb] Reg. Office given as Francistown, auditors as Chileshe, Zacharias & Co, bankers as Std Chartered and Barclays, both ‘of Botswana’. [WHAT’S THE DEAL HERE? – NB] Also reflects long-term, interest-bearing loan from Amarena Holdings Inc. of P673 309, denominated in Sterling and with no fixed repayment terms. [EVIDENCE OF A LOAN-BACK ARRANGEMENT? – NB], one from Financial Services of Botswana Ltd for P214 147, interst-bearing, fixed repayments, secured by mortgage bond [WASN’T THIS ONE OF BG’S COPMANIES? – NB], and one from Barclays Bank of Botswana Ltd for P14 939 196, bearing interest, repayable in quarterly instalments of P312 500, and secured by mortgage bonds over freehold properties with a book value of P23 643 791 and freehold land owned by a subsidiary of the company with a book value of P888 510. [WHAT LAND WAS THIS? HAD THIS BEEN ACCURATELY REFLECTED IN THEIR FINANCIAL STATEMENTS? CLEARLY THIS WAS NEVER DISCLOSED TO THE BENEFICIARIES? WHEN WAS THIS LOAN TAKEN OUT AND HOW WAS IT APPLIED? – NB]

1994       18 Jun 1994. BEC (Note: The first tranche of the Glazer Will Trust is to be distributed on Sam’s 30h birthday, 5 July 1994.) Liquidator’s statement reflects a cash realisation from Hertico Produce of £68 840,90 and commission from Barclays Bank. Reason for ‘why the winding up cannot yet be concluded’ is given as ‘Distribution of monies to shareholders’ and the period within which winding up is expected to be concluded is given as three months.

1994       5 Nov. Tati Annual return shows that Sam transferred his shares to Glazer Bros. [ADDRESS IN ORGINAL SHOWS 26 EAST RD. WHY? SHOULD BE ZIMBABWE?  ALSO, SHOULD BE 67, NOT 26 – NB]

1994       14 Nov. BEC Liquidator’s statement reflects some interest earned and commissions and fees paid, and reason given for not being able to conclude the winding up is ‘Awaiting confirmation of Zimbabwean tax clearance. Period of completion is given as ‘uncertain’.

1994       14 Dec. Tati Financial Statements for year ended 28 Feb. reflect the following under note 5.3 Fixed Assets: In terms of an Agreement with the Government of Botswana, signed on 18 August 1972, the company vested in the Government large areas of developed and undeveloped land in exchange, for 10 % of certain commercial, industrial and residential land in any future developments by the Government on the land granted by the company to the Government. This exchange has been finalised till 24 November 1993 and has resulted in the receipt of compensation from Government.

              Further commercial, industrial and residential land will be received from government as and when it develops the balance of the land acquired from the company and will be brought to account on receipt of such land.

[WHAT WAS REFLECTED IN THE FINALSATION OF THE EXCHANGE? HOW WAS THIS COMPENSATION REFLECTED? – NB]

1995       7 Nov. BEC Liquidator’s statement shows more interest and bank charges and gives reason for delay as being ‘Awaiting UK and Zimbabwean tax clearance.’ Period for completion given as six months.

1995       20 April. Tati Peter Greig Adamson appointed as director.

1996       17 Feb. Tati AFS for year ended 28 Feb 1995 reflect following:

No dividends were declared or paid to the member during the past year. The profit (withdrawn) transferred to reserves is (P915 071) (1994: P1 018 338). Movements in reserves are shown in the profit and loss account. [what’s to be understood from this? why are we recording this as 17 Feb 96? WERE THE FS RELEASED LATE? – nb]

1996       9 Apr. Tati Landau Morley Registrars Ltd appointed as alternate director to Sam. [WHO WERE THEY? WHY? – NB]

1996       6 May. BEC No interest income or bank charges. Liquidator’s statement reverts to old format with just list of assets and unsecured debt of unchanged amounts, and same remarks. Another one on 29 Nov. Under the line ‘the general description and estimated value of any outstanding assets’ is given as ‘Zimbabwean investments, value uncertain at present.’ Reason for delay is given as ‘Awaiting completion of work by liq. Zimbabwean agent.’ Period for completion given as ‘Uncertain.’

1997       27 Mar. Tati AFS for year ended 28 Feb 1996 reflect a few minor changes to tangible fixed assets, no dividends declared a loss withdrawn from reserves [WHAT POSSIBILITIES CAN BE HINTED AT BY THIS RUNNING DOWN OF RESERVES? – NB] and emoluments of P200 743 to ‘chairman and highest paid director’. [why are we recording these afs under this date? – nb]

1997       15 May. BEC Agreement with Trustees of The Bernard Glazer Will Trust. This followed on 25 June by ‘Family Agreement’ with Sam Glazer and on 13 August with Regal Treasury Agreement.

1997       21 May. BEC Liquidator’s statement shows Treasury Bills Gains of £763.36 and ‘general description and estimated value of any outstanding assets’ given as, ‘None.’ Other remarks as before. Same again on 29 Nov and throughout 1998 and into 1999.

1997       25 Oct. Tati Annual return reflects address for Glazer Bros Investments (Zim) as being in Bulawayo. [ANY CHANGE HERE? – NB]

1998       9 Jul. Tati Robert Cyril Arnowitz appointed as alternate to Sam. [WHO WAS HE AND WHAT HAPPENED TO LANDAU MORLEY? – NB]

1998       8 Oct. Tati AFS for year ended 28 Feb 1998 reflect ‘disposals of … tangible fixed assets with a book value of P203 488…’ [WERE THEY DECLARING THE TRUE VALUE OR IS THIS THE BASIS FOR THE HIVING OFF OF ASSETS? WHAT WAS DISPOSED OF AND HOW AND TO WHOM? – NB] Also mentions discontinuation of retail trading business TC Stores in Oct 1996 and of ‘wholesale operations’ in 1997.

1999       25 Feb. BEC AFS for year ended 28 Feb 1998 reflect the following under header Review:

During the year the company ceased its retail and wholesale trading operations with the exception of the butchery, which has closed since the end of the financial year. This change in the company’s direction has been undertaken in order to achieve benefits in the future and certain overhead expenses are expected to reduce in the ensuing year.

The company has incurred a loss of P1 077 576 (1997: P1 648 720). The results of the company are set out in the financial statements and do not, in the opinion of the directors, require further explanation. Also reflects a loan to the BG Will Trust of P980 702 for an indefinite period and interest free. Under notes is a list of properties and values. [IS THIS ASSETS, INCOME, WHAT? – NB]

1999       BEC Liquidator’s statement reflects a Realisation on 17/8/99 from Tati Co. Ltd Freehold Land and Property of £0.08. [WHAT’S THE SPIN FOR THIS? – NB] Other remarks remain the same through 2001.

2000       15 Jan. Tati AFS for year ended 28 Feb 1999 reflect a loss of P394 896.

2001       17 Mar. Tati AFS for year ended 28 Feb. 2000 reflect loan to BG Will Trust stands at P1 010 203.

2001       16 Jul. Tati Special Resolutions passed allows, inter alia, for: the creation of 4million new ordinary shares of one Pula each ranking pari passu with existing shares; for the directors to allow a rights issue of 12 of these shares for every one share held by ‘the members registered as shareholders at the close of business on 16 July 2001’; for the directors to issue separate dividends on the different currency of shares at their discretion; for the Articles of Association to be amended ‘whereby subject to the Companies Act 1985 the Company may purchase its own shares’.

2001       17 Oct. Tati Annual return shows Reg. Address as being in Wembley, Middlesex. [WHAT ARE ALL THESE CHANGES OF ADDRESS ABOUT? – NB] Sam’s address given as San Diego, California, USA. Statement given about increase in share capital by creation of 4m new ordinary shares … to rank pari passu with ‘existing ordinary shares of 50p (records refer to original share capital as 10p per share)’. [IS PARENTHESIS THEIRS OR OURS? – NB] Total shares allotted given as 3 682 392 as at 20/9/2001 with an aggregate value of P3 682 392. Shareholder given as Amaerna Holdings Inc., Postnet Suite 221, Pvt Bag X9, Benmore 2010, South Africa. Also states: ‘Shares transferred by Glazer Bros Investments (Zim) Ltd.’[WHAT WAS THE RECIPROCAL TRANSACTION? – NB]

2002       25 Apr. Tati AFS for year ended 28 Feb 2001 reflects one C Judin as alternate director to Sam. Suddenly (with MG no longer in the will!) the company achieves a profit. The ‘Review’ states:

The company achieved a profit of P5 630 357, which includes P13 746 749 compensation for land previously vested in the Botswana Government. Of this amount, P3 826 858 and P7 859 531 were donated to B. Glazer Will Trust and Amarena Holdings Incorporated respectively.

Under the header ‘Share Capital’ it reads:

There were no changes in the authorized and issued share capital of the company during the year. However, by special resolution passed by the directors on 2 May 2001, the authorized share capital of the company was increased by the creation of 4 000 000 new ordinary shares of P1 each ranking pari passu with the existing ordinary shares of the company. Of these new shares, 3 682 392 ordinary shares of P1 each were allotted to Amarena Holdings Incorporated by resolution passed by the directors on 20 September 2001.

Under the header ‘Exceptional’ it reads:

The Government of Botswana compensated Tati Company Limited for the abandonment of its rights in certain commercial, industrial and high cost residential land. It has recorded that the total amount payable to Tati and/or its nominees, shall be free of all Botswana taxes, duties, capital transfer taxes and the like, in the United Kingdom. The movement out of Botswana of any portion of this compensation was likewise free of such taxes.

Under the header ‘Tangible’ it reads:

In terms of agreements with the Government of Botswana, the company vested in the Government large areas of developed and undeveloped land in exchange for a percentage of certain commercial, industrial and residential land in any future developments by the Government in the land granted by the company to the Government.

The company has waived its rights to receive the agreed percentages and as compensation has received P13 746 749 in November 2000, as reflected in these financial statements.

Note: the mineral rights have been sold/transferred to a third party to dilute and divert assets belonging to the Glazer Will Trust.

The loan of P1 010 203 was repaid to the BG Will Trust.