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CMB wants P650 million from Bona Life CEO Vaka

Gaborone based attorney, Gabriel Kanjabanga of Kanjabanga and Associates, has, when representing Capital Management Africa (Pty) Ltd (CMB) and Rapula Okaile unearthed that the current value of Bona Life is roughly sitting at zero.

Both Okaile and CMB are the shareholders of Foudello (Pty) Ltd which in turn owns 100% of Bona Life Insurance (Pty) Ltd. Collectively they own 65% of the issued equity of Foudello. A scathing letter written to Reginah Sikalesele-Vaka and leaked to the Weekend Post suggests that CMB wants 650 million pula for mismanagement of Bona Life and her unlawful conduct.  

“CMB has suffered damages due to your unlawful conduct and we are instructed to seek damages against you in your personal capacity in the amount of 650 million pula. We await your substantive response hereto so that CMB may consider their position,” CMB lawyer said threatening the Bona Life CEO. Vaka is not only the CEO of Bona Life but also Director of Bona Life and Foudello. She is also a shareholder of Foudello, owning 25% of the issued equity in her own name and thus she owns 25% of Bona Life.

According to Kanjabanga, although they do not intend to litigate the matter by way of correspondence they want to place on record some of the instances of unlawful actions. As CEO they say she has “mismanaged Bona Life to the extent that your actions has resulted in massive destruction of shareholder value, resulting in Bona being declared insolvent by your statutory actuaries, QED.”

He added that the mismanagement of Bona is in fact, confirmed by the valuation letter from QED dated 30 September 2017, and relevant portion reads: “as at the valuation date the company was insolvent and also did not meet the solvency requirements as required by the Act.”
It is understood that the deterioration in solvency position by Bona was mainly driven by: the investment mismatch on the annuity book; the new business strain as a result of the high volumes of the new business sold; the continued expense overrun; and poor investment returns.      

The lawyer also pointed out that “you continued to negotiate with CMB to arrange a capital injection of some 100 million pula into Bona. The capital injection was much needed capital input required by Bona in order for your mismanagement not to be so patently obvious, so as not to alert the Regulator as to the true state of Bona’s financial position come the end March 2018 reporting period.” In fact you confirmed, he said in writing through an email, “I know very well what you have told me and I know very well that I am in deep, deep trouble. Thank you for reminding me of both counts.”

Bona remains insolvent at this stage

Instead of a successful company, it is understood that Bona Life is now insolvent. Kanjabanga asserted that “this latter state of affairs is solely as a result of your calculated interference in a dispute which does not concern you and/or Bona, for the sole purpose of your self-created need to have a scape goat to blame for your mismanagement of Bona.”

Your unlawful actions, he said although intended for the benefit of Bona, falls outside the course and scope or your duties and obligations as a Director and/or CEO and is, in fact, a serious breach of your fiduciary duties. Your actions were malicious, vexatious, conducted for your own benefit and unlawful.

This, the lawyer continues, is evidenced by that which they (Bona) reported in their September 2017 Valuation Letter, namely “as the valuation date the company was insolvent and also did not meet the solvency requirements as required by the Act.”We recommend an immediate cessation of writing new annuity business until the following conditions are met; capital is injected to return the company to at least 150% solvency with additional capital made available to finance the expected future new business strain. In addition, that the company performs 3 year business plan to assess its future capital needs and illustrate its plans for returning to meeting the minimum solvency requirements.  

Why Vaka reported CMB to NBFIRA and DCEC

Kanjabanga continued to tell Vaka in the communication that: “in an attempt to cover up your mismanagement you undertook two actions; firstly you maligned your shareholder, CMB by making various misrepresentations to both the Non-Bank Financial Institutions Regulatory Authority (NBFIRA) and the Directorate on Corruption and Economic Crime (DCEC).”


Your misrepresentations, he said relating to reporting CMB to NBFIRA were solely designed to provide you with a scapegoat for your own mismanagement of Bona and assist you in avoiding your self-created and admitted ‘deep deep trouble’ in which you find yourself. He said the Bona CEO made critical and material representations to NBFIRA and DCEC by stating in one letter dated 9 January 2018 to NBFIRA that CMB manages 133 million pula of Bona assets while in fact CMB does not manage any assets for Bona and no contract to the contrary exists. “Your misrepresentation was purely designed to create the impression that Bona’s investments would be at risk, something that is far removed from the truth,” CMB lawyers of record insisted.  

Bona conspired with BPOPF to obtain 100 million pula funds

“Further, Gift Noko, an employee of Bona, admits in his letter purportedly addressed to NBFIRA on 12 January 2018, whilst it is, in fact, dated 10 August 2017, that you conspired with the Botswana Public Officers Pension Fund (BPOPF) to obtain funding from it in order to bail out Bona and thus, you. It must also be pointed out that you represented that BPOPF is a shareholder of Bona, a representation you know to be false,” Kanjabanga highlighted.  

This conspiracy he added that was driven by a carefully devised scheme to obtain injection of further funds, sourced from the BPOPF, into Bona. Having regard to your tract record of mismanagement, these funds would no doubt have been improperly managed with resultant losses, attorney said.   

“Further implying your role as instigator of various misrepresentations against CMB, is the BPOPF letter dated 17 January 2018, headlined ‘coordination of efforts regarding CMB.’ It is evident that the BPOPF is attempting to use a statutory instrument to unlawfully reverse a contractual failing of its own making, which unlawful conduct you have assisted and/or advanced through your false claims.” Your unlawful actions resulted in the obliteration of the shareholder value of Bona, and consequently Foudello, Kanjabanga asserted. To set the record straight he said CMB holds no assets of BPOPF, and that no asset management functions are conducted through CMB. He reminded Vaka that there were discussions to merge CMB with Fleming and then possibly to inject Fleming into Bona.

Bona was to be listed on Botswana Stock Exchange

It was intended to list Bona during late 2018 or 2019 on the Botswana Stock Exchange in the manner as proposed by Vaka. It bears mentioning that you proposed that the 40% of equity held by the Botswana Opportunities Partnerships should be sold so as to create the free float, while you would retain your entire 25% shareholding, lawyer mentioned to the Bona CEO.


“The expected valuation on listing was estimated at one billion pula, which means your 25% would have been worth 250 million pula. Based on this, the shareholding valued of the 65% shareholders would have been 650 million pula. Now, however, your wanton obliteration of shareholder value of bona has rendered the aforesaid valuation unattainable.”

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Understanding the US Electoral College and key election issues 

28th October 2020
Mark J Rozell

The United States (US) will on the 3rd of November 2020 chose between incumbent Donald Trump of the Republicans and former Vice President Joe Biden of the Democrats amid the coronavirus pandemics, which has affected how voting is conducted in the world’s biggest economy.

Trump (74) seeks re-election after trouncing Hillary Clinton in 2016, while Biden (77) is going for his first shot as Democratic nominee after previous unsuccessful spells.

US Presidents mostly succeed in their re-election bid, but there have been nine individuals who failed to garner a second term mandate, the latest being George W H. Bush, a Republican who served as the 41st US President between 1989 and 1993.

Dr Mark Rozell, a Dean of  the School of Policy and Government at George Mason University  in  Arlington, Virginia describes the complex US electoral system that will deliver the winner at the 3rd November elections.

“The founders of our Republic de-centralised  authority  significantly  in  creating  our  constitutional  system,  which  means that  they  gave  an  enormous  amount  of  independent  power  and  authority  to  State  and  local governments,” Dr Rozell told international media on Elections 2020 Virtual Reporting Tour.

Unlike  parliamentary  democracies, like Botswana the  United  States  does  not  have  all  of  the  national government elected in one year. They do not have what is commonly called mandate elections where  the  entire  federal  government  is  elected  all  in  one  election  cycle  giving  a  “mandate”  to  a particular political party to lead, and instead US have what are called staggered elections, elections over time.

The two house Congress, members of the House of Representatives have two-year long terms of office. Every two years the entire House of Representatives is up for re-election, but senators  serve  for  six  years  and  one  third  of  the  Senate is elected every  two  years.

For this election cycle, US citizens will be electing the President and Vice

President, the entire House of Representatives and one third of the open or contested seats in the Senate, whereas two thirds are still fulfilling the remainder of their terms beyond this year.

An  important  facet  of  US electoral  system  to  understand  given  the  federalism  nature  of  the republic, the US elect presidents State by State, therefore they do not have a national popular vote for the presidency.

“We have a national popular vote total that says that Hillary Clinton got three million more votes than Donald Trump or in Year 2000 that Al Gore got a half million more votes than George W. Bush, but we have what is called a State by State winner takes all system where each State  is  assigned  a  number  of  electors  to  our  Electoral  College  and  the  candidate  who  wins  the popular vote within each State takes 100 percent of the electors to the Electoral College,” explained Dr Rozell.

“And that is why mathematically, it is possible for someone to win the popular vote but lose the presidency.”

Dr Rozell indicated that in 2016, Hillary Clinton won very large popular majorities in some big population States like California, but the system allows a candidate to only have to  win  a  State  by  one  vote  to  win  a  100 percent of  its  electors,  the  margin  does  not  matter.

“Donald  Trump  won  many  more  States  by  smaller  margins,  hence  he  got  an  Electoral  College majority.”

Another interesting features by the way of US constitutional system, according to Dr Rozell, but extremely rare, is what is called the faithless elector.

“That’s the elector to the Electoral College who says, ‘I’m not going to vote the popular vote in my State, I think my State made a bad decision and I’m going  to  break  with  the  popular  vote,’’ Dr Rozell said.

“That’s constitutionally a very complicated matter in our federalism system because although the federal constitution says electors may exercise discretion, most States have passed State laws making it illegal for any elector to the Electoral College to break faith with the popular vote of that State, it is a criminal act that can be penalized if one is to do that. And we just had an important Supreme Court case that upheld the right of the states to impose and to enforce this restriction”

There are 538 electors at the Electoral College, 270 is the magic number, the candidate who gets 270 or more becomes President of the United States.

If however there are more candidates, and  this  happens  extremely  rarely,  and  a  third  candidate  got  some electors  to  the  Electoral  College  denying  the  two  major  party  candidates,  either  one  getting  a majority, nobody gets 270 or more, then the election goes to the House of Representatives and the House of Representatives votes among the top three vote getters as to who should be the next President.

“You’d have to go back to the early 19th century to have such a scenario, and that’s not going to happen this year unless there is a statistical oddity, which would be a perfect statistical tie of 269 to 269 which could happen but you can just imagine how incredibly unlikely that is,” stated Dr Rozell.

BLUE STATES vs RED STATES

Since the 2000 United States presidential election, red states and blue states have referred to states of the United States whose voters predominantly choose either the Republican Party (red) or Democratic Party (blue) presidential candidates.

Many  states  have  populations  that  are  so  heavily  concentrated  in  the  Democratic party or the Republican party that there is really no competition in those states.

California is a heavily Democratic State, so is New York and Maryland. It is given that Joe Biden will win those states. Meanwhile Texas, Florida and Alabama are republicans. So, the candidates will spent no time campaigning in those states because it is already a given.

However there are swing  states, where  there is a competition between about five and 10 states total in each election cycle that make a difference, and that is where the candidates end up spending almost all of their time.

“So  it  ends  up  making  a  national  contest  for  the  presidency  actually  look  like  several  state-wide contests with candidates spending a lot of time talking about State and local issues in those parts of the country,” said Dr Rozell.

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Masisi to make things right with Dangote

26th October 2020

High Commissioner of the Federal Government of Nigeria to Botswana, His Excellency Umar Zainab Salisu, has challenged President Dr Mokgweetsi Masisi to move swiftly and lobby Africa’s richest man, Nigerian Billionaire, Aliko Dangote to invest in Botswana.

Speaking during a meeting with President Masisi at Office of President on Thursday Zainab Salisu said Dangote has expressed massive interest in setting up billion dollar industries in Botswana.  “We have a lot of investors who wish to come and invest in Botswana , when we look at Botswana we don’t see Botswana itself , but we are lured by its geographic location , being in the centre of Southern Africa presents a good opportunity for strategic penetration into other markets of the region,” said Salisu.

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Dow wants GBV culprits isolated

26th October 2020
Unity Dow

As murder cases and violent incidents involving couples and or lovers continue to be recorded daily, Specially Elected Member of Parliament, Dr Unity Dow has called for more funding of non-governmental organizations and accelerated action from government to come up with laws that could inhibit would-be perpetrators of crimes related to Gender Based Violence (GBV).

Just after Dr Dow had deposited her views on this subject with this reporter, a young man in Molepolole opened fire on a married woman he was having an affair with; and ended her life instantly. While it is this heinous cases that get projected to the public space, the former minister argues that the secrecy culture is keeping other real GBV cases under wraps in many spaces in the country.

The former Minister of Foreign Affairs and International Cooperation said there is GBV all the time in all kinds of places. “We have become accustomed to stories of rapes, marital rapes, defilement of children, beatings and psychological violence and even killings,” she said.

Gender-based violence is a phenomenon deeply rooted in gender inequality, Dow is worried that there is absolutely no social punishment for perpetrators; they will continue to have the same friends, jobs, wives, homes, as before. Yet another factor, she said, is that there is little or no “justice” for victims of GBV.

The renowned activist said justice for GBV victims is not just the jailing of the perpetrator. “Justice for victims means an agile, victim-friendly, accessible (time, money and procedures) and restorative justice system.”

Asked what could be leading to a spike in Gender Based Violence cases or incidents, she observed that there is no one factor to which this spike can be attributed. “The most obvious factor is stress as a result of economic distress and or poverty. Poverty makes one vulnerable and open to compromises that they would otherwise not make. For perpetrators with anger management issues, economic stress leads to lashing out to those closest to them. Another factor is the disintegration of families and family values,” she opined.

According to Dow, no government anywhere in the world is doing enough, period. “We know the places and spaces where women and girls are unsafe. We know the challenges they face in their attempts to exit those spaces and places.” The former Judge of the High Court said GBV undermines the health, dignity, security and autonomy of its victims, yet it remains shrouded in the culture of silence.

Asked what could be done to arrest GBV cases, Dow said it is critical to involve and fund civil society organizations. She observed that much of the progress done in the area of women’s human rights was during the time when Botswana had strong and funded civil society organizations.

“The funding dried up when Botswana was declared a middle-income country but unfortunately external funding was not replaced by local funding,” she acknowledged.

Further Dow said relevant government institutions must be funded and strengthened.

“Thirdly, create a society in which it is not okay to humiliate, rape, beat or kill women. You create this by responding to GBV the same way we have responded to livestock theft. We need to create agile mechanisms that hear cases quickly and allow for the removal of suspected perpetrators from their homes, work places, boards, committees, etc.”

The former Minister said the much anticipated Inter-Ministerial Task Force on Gender Based Violence will have its work cut out for it. According to Dow, GBV is not just a justice issue, it’s not just a gender issue, but rather an issue that cuts across health, education, labour, economic, housing and politics. “As long as any one believes it is someone else’s problem, we will all have the problem,” she said.

In her view, Dow said every work, educational and other place must have a GBV Policy and/or Code of Conduct. “It is important that we acknowledge that the majority of men are law-abiding. The problem is their silence, in the face of injustice,” she observed.

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