Botswana Building Society (BBS) Managing Director, Pius Molefe once again emerged victorious against Board of Directors led by Pelani Siwawa-Ndai — maintaining his reputation as unrivalled corporate war expert.
After a bout of high drama, BBS shareholders will converge on the 30th of April, to not only elect a new board but to reflect on a matter that has dented the reputation of the entity which is on its way to transform into a commercial bank. By the time shareholders disperse at the conclusion of their business, Molefe’s fate would have been sealed.
The boardroom brawl started after Molefe, in his capacity as MD of the company, objected a board decision to extend its stay by 90 days when its tenure expires on April 26. Acting under the instruction of his boss, Sipho Showa — who is also board secretary and Head of Communications — wrote a circular of the agenda for the AGM which is schedule for April 30th 2021, where shareholders are expected to vote for the new board secretary.
Following Molefe’s refusal to adopt the resolution, which the board took by extending its tenure, Pelani Siwawa-Ndai in her capacity as Chairperson wrote letters of dismissal to both Molefe and Showa for defiance. After realising that the duo of Molefe and Showa failed to obey the board resolution after they reported for duty while they were expelled, Siwawa-Ndai together with other board members approached the High Court on urgent interdict.
When delivering the interdict order, Justice Tau restrained Molefe and Showa from conducting any business or transactions on behalf of BBS Limited and all the decisions purportedly taken by either or both on behalf of the bank post-dismissal on 05 April 2021 be set aside.
Justice Tau barred the duo (Molefe and Showa) from issuing or publishing any statements on behalf of the aspiring commercial bank (BBS Limited) to its creditors, regulators, supervisors, professional bodies, stakeholders including its employees and shareholders and the general public at large.
The High Court Judge also ordered the duo to return any or all property of BBS Limited in their possession within two days after the interdict order has been handed down. The drama caught the eye of the Ministry of Finance and Economic Development, as the Permanent Secretary, Dr Wilfred Mandlebe, released a press statement indicating that they are aware of the recent developments concerning corporate governance at BBS Limited also stating that they are closely monitoring the situation together with the central bank (Bank of Botswana).
Mandlebe further said Bank of Botswana (BoB) whose mandate is to promote the safety and soundness of the banking system has put in place mechanisms to monitor developments as well as institute commensurate response which may be necessary. The conflict between the Board of Directors and management reached a point where Botswana Stock Exchange (BSE) briefly suspended BBS Limited from trading its securities. Thapelo Tsheole who is BSE CEO said the halting of shares of BBSL was to maintain a fair, efficient and orderly securities trading environment.
“The securities have been suspended to allow BBS to provide clarity to the market concerning the recent allegations which have been brought to the attention of the BSE relating to the company’s Board of Directors and senior management,” noted Tsheole.
This week the board of directors’ victory was short lived as on Monday, Molefe together with Showa emerged victorious after the Lobatse High Court Judge passed a judgment noting that their dismissals was invalid hence it has been nullified as the board meeting breached the company’s constitution.
BBS constitution which requires that a notice of at least seven (7) days to be given to board members when a meeting is convened and it should also state the agenda of the meeting. “The resolution that was taken at that meeting was also invalid. As the reason to terminate the contracts of the employees stem from an invalid resolution it is automatically null and void. Therefore there is no need for court to set it aside,” Judge Tau said.
“The conclusion I have come to is that the purported meeting of the board of directors was in breach of the applicant’s constitutional rights as per the company’s constitution. It was therefore a nullity and could not have legal consequences.”
In a statement released by Molefe to shareholders after Judge Tau reinstated the duo, BBS MD said his intention following the High Court order was to reach out to his fellow board members requesting for calm minds and emotions to prevail leading to the AGM slated for Friday 30th April.
“Unfortunately, I was disappointed when I received a draft document from the Chairperson of the Board Mrs Pelani Siwawa-Ndai just before 12noon via WhatsApp to the effect that she and my other colleagues would be approving a resolution by round-robin to dismiss me and the Company Secretary from office again without giving us a hearing as stipulated in the BBS Limited Conditions of Service,” he narrated in a statement.
Molefe said he proceeded to the industrial court in his capacity as the MD where he managed to secure an interim order barring fellow directors from executing their plan which was to fire him. According to the order issued by the Industrial Court, the matter was treated as urgent.
When delivering the ruling through virtual platforms, Industrial Court Judge Annah Mathiba interdicted and restrained the BBS board from terminating Molefe and Showa’s contracts of employment by passing a resolution in terms of clause 80 of the constitution without a hearing or from giving effect to any resolution terminating the applicants’ contract of employment without a hearing.
Meanwhile, Molefe said he is still keen on finding a way of reaching out to fellow board members so that they can all act in the best interests of BBSL Limited even though five (5) of them are left with a few days before the end of their term.
MOLEFE DEFIES SUSPENSION EFFORTS
Yesterday (Friday), BBS Chairperson Siwawa-Ndai moved to suspend Molefe and Showa from their duties as Managing Director of BBSL and Head of Marketing, Communication and Company Secretary pending finalisation of litigation brought against the Company by Molefe and Showa.
Siwawa-Ndai indicated that, according to Article 53 of the BBSL of the Constitution, the BBSL Board Charter and the King Code on Governance Principles, the company has a clear process by which the entire Board, on behalf of shareholders, may nominate prospective directors for approval by the shareholders at a general meeting.
“Stakeholders are advised that the Board did not approve or vet the nominee directors, as required by the BBSL Board Charter/King III, and has thus far failed to receive satisfactory answers from Messrs Molefe and Showa as to how these names had been included in the Notice, which Notice had been published without the Company’s approval,” reads update to Shareholders from signed by Siwawa-Ndai.
As such for the shareholder is required to propose names to the Board and not management, for the Board to make a recommendation to the shareholders at an AGM; such names or proposals should be made to the Board not less than 21 working days before the AGM.
In an attempt to rectify the errors, BBS Board chairperson said they have resolved to defer the election of Company directors to a date within 90 days of the AGM in order to allow the Board to collectively conclude the nomination process of the prospective directors.
In response to announcement of alleged suspension, Molefe said resolution passed by the Directors on his suspension together with Showa is unlawful, and that the announcement should be disregarded. “The statement by the Directors should be viewed as pre-AGM campaigning calculated to soil our reputations and to achieve a particular atmosphere ahead of the meeting of Shareholders next week Friday,” said Molefe.
“This matter is before the Industrial Court (“IC”) and I am optimistic that we will prevail yet again. Arguments by both sides on the alleged suspensions are expected to be heard by the IC in the coming week.”
Lucara Diamond Corporation, 100% owners of Karowe Diamond mine, has released its results for the first quarter of 2021 ending March 31, 2021.
Figures contained in the report depict strong financial and operational performance for the quarter. Revenue for the three months period jumped by 56% to $53.1 million (approximately P540 million) or $579 per carat sold in Q1 2021.
This includes diamonds sold through a combination of regular tenders, Clara, and through HB Antwerp (HB) under the supply agreement announced in July 2020.
This 56% increase in revenue comes after a slow Q1 2020 which was characterized by intensifying COVID pandemic. Lucara then announced it would hold on and suspend sale of its large stones until the market normalizes.
During the quarter total operating cash costs of $29.24 per tonne processed was incurred, this was 7% lower than Q1 2020. Adjusted EBITDA closed the quarter at $22.2 million, marking a return to higher levels of operating margin.
The company recorded net income of $3.4 million during Q1 2021 (earnings per share of $0.01), as compared to a net loss of $3.2 million for Q1 2020 (loss per share of $0.01).
The value of the rough diamonds transacted through the Clara platform in Q1 2021 was $6.0 million over six sales, double the $3.0 million transacted on the platform in Q1 2020.
Strong price increases have been observed in each of the sales conducted since the beginning of the year.
As at March 31st 2021, the company had cash and cash equivalents of $27.9 million, an increase of $23.0 million from December 31st 2020 and a net debt of $22.2 million.
Following the quarter-end on May 5th 2021, the Company’s $50 million working capital facility was extended with Rand Merchant Bank, a division of FirstRand Bank Limited, London Branch.
In January 2021, Lucara announced the recoveries of two, top white gem quality diamonds (341 carats and 378 carats) from ore sourced from the M/PK(s) unit within the South Lobe. Both stones were recovered unbroken.
In April 2021, Lucara announced the 24-month extension of its novel supply agreement with HB in respect of all diamonds produced in excess of 10.8 carats in size from the Karowe mine to be sold as polished.
In May 2021, Lucara received credit approved commitments from a syndicate of five international lenders for a senior secured project financing debt package of up to $220 million (over P2.3 billion) to fund an underground expansion at the Karowe Mine in Botswana.
Eira Thomas, President & CEO commented: “Lucara has bounced back in the first quarter of the year, demonstrating its resiliency at a time of continued uncertainty in respect of the ongoing COVID-19 pandemic. Our solid performance in the first quarter reflects a stronger business environment, Lucara’s continued focus on operational discipline and our innovative approach to sales.
We also made significant progress towards the completion of a supplemental debt financing package with credit approved commitments received from five international lenders, in support of our plans for underground expansion.
Our outlook for the diamond market remains strong, and with close to 20 years of future mining now ahead of us at Karowe, Lucara is highly levered to an improving diamond price environment, particularly in respect of large, high value gem diamonds, the hallmark of Karowe’s production profile.”
Ore and waste mined of 1.1 million tonnes and 0.8 million tonnes, respectively.0.67 million tonnes of ore processed resulting in 80,014 carats recovered, achieving a recovered grade of 11.9 carats per hundred tonnes.
188 Specials (+10.8 carats) were recovered from direct milling during the first quarter, representing 6.8% weight percentage of total direct milling recovered carats, in line with resource expectations.
2 diamonds were recovered greater than 300 carats in weight and 2 diamonds were recovered greater than 200 carats in weight.
Diamond sales in Q1 2021 were held through a combination of regular tenders, and the Clara platform, for diamonds less than 10.8 carats, and through HB under the supply agreement for those diamonds greater than 10.8 carats.
The Company recognized revenue of $53.1 million or $579 per carat from the sale of 91,760 carats. Price recovery was observed in most size and quality classes.
Included in this amount is variable consideration of $9.1 million which relates to “top-up” payments which arise from polished diamond sales in excess of the initial planned value paid to Lucara.
Beginning in Q2 2020, all +10.8 carat diamonds mined from Karowe were sold to HB pursuant to the terms of the diamond supply agreement described below.
Karowe’s large, high value diamonds have historically accounted for approximately 60% to 70% of Lucara’s annual revenues.
Though the mine remained fully operational following the declaration of COVID-19 as a global pandemic, Lucara made a decision not to tender any of its +10.8 carat production after early March 2020 amidst the uncertainty caused by the global crisis and the significant weakness observed in the rough diamond market.
LUCARA- HB SALES AGREEMENT
The polished diamond market performed better through this period and subsequently, in July 2020, Lucara announced a ground breaking partnership agreement with HB, entering into a definitive supply agreement for the remainder of 2020, for all diamonds produced in excess of +10.8 carats from their 100% owned Karowe Diamond mine in Botswana.
This agreement was subsequently extended for a 24 month period, from January 1, 2021 to December 31, 2022.
Under the supply agreement with HB, Lucara’s +10.8 carat production is being sold at prices based on the estimated polished outcome of each diamond, determined through state of the art scanning and planning technology, with a true up amount payable to Lucara on actual achieved polished sales in excess of the initial estimated polished price, less a fee and the cost of manufacturing.
This unique pricing mechanism delivers regular cash flow for this important segment of our production profile.
Revenue from stones delivered to HB in 2020 will continue to be recognised in 2021 as polished diamonds are sold and “top-up” payments are realised.
CLARA SALES PLATFORM
With global restrictions impeding travel for many diamond manufacturers, interest in Clara- Lucara’s proprietary, secure, web-based digital sales platform- grew significantly in 2020 and that positive momentum continued through Q1 2021.
Six sales were held in the first quarter with total sales volume transacted of $6.0 million, more than double the volume from the comparable period in 2020.
Encouragingly, Clara also observed consistent price increase at each subsequent sale throughout the period.
The number of buyers on the platform increased to 80 and the company is maintaining a waiting list to manage supply and demand. Discussions continue with third party sellers to build supply.
KAROWE MINE UNDERGROUND PROJECT
During Q1 2021, Lucara spent $9.9 million (over P100 million) on project execution activities for the Karowe underground expansion, including shaft and geotechnical engineering, surface infrastructure, dewatering and power line engineering and procurement.
Site construction work commenced early in the quarter and in March the production and ventilation shaft box cuts were drilled and blasted to bulk excavation elevations.
A significant amount of time and effort was also spent on due diligence related to technical, environment and social matters as part of ongoing project financing efforts.
The first quarter of 2021 continued with unprecedented challenges emanating from the 2020 outbreak of the COVID-19. In Botswana, the economy continues to reel from the effect and impact of the pandemic.
The FABI generated a negative quarterly return, with the index declining by 0.3% for the quarter. Government bonds were the main reason for the decline, registering a return of -0.4% for the quarter under review.
According to Kgori Capital Domestic Fixed Income and Macro Commentary Q1 2021, corporate bonds generated positive returns of 0.9% for the quarter.
Kgosi Capital Portfolio Manager, Kwabena Antwi, says government bonds have continued to come under pressure due to increased supply as government looks for funding for its Economic Recovery and Transformation Plan (ERTP). He says there were three auctions held during the quarter where P8.6 billion of bonds and T-Bills were offered.
“There was decent demand with P10.8 billion of bids received, however, in a similar manner to Q4 2020’s auctions, all auctions were under-allotted with an allotment ratio (allotment divided by securities on offer) of 59.0%. The low allotment was likely due to bids received considered too rich. The key question is how the government plans to fund its projected deficits. Even with the possibility of securing bilateral funding, there is an increase likelihood that projects under its ERTP may be delayed.”
Antwi indicated that inflation breached the lower bound of the Bank of Botswana’s objective range, ending the quarter at 3.2% in March 2021. He says, the main driver of inflation was transport inflation which moved out of deflation territory as a result of the 6.9% increase in pump prices effected in March 2021.
“We expect inflation to accelerate further and briefly touch the 6% upper bound of the Bank of Botswana’s objective range in late Q2 2021/Q3 2021 before accelerating. Our expectation is premised on continued supply-push inflation and base effects arising from the Transport basket,” he said.
GROSS DOMETIC PRODUCT
Kgori Capital highlighted that their GDP growth estimate for 2021 has increased following the release of better-than-expected Q4 2021 economic data which indicated that the economy contracted by 7.9% versus their expectation of an 8.5% contraction.
“We have revised our 2021 growth expectation upwards to 7.2% from 6.3% previously with risks balanced. Whilst there have been no hard lockdowns yet in 2021, curfews have been implemented since January 2021 and alcohol sales were banned between January 2021 and February 2021. Current restrictions are less constricting than the lockdown imposed in 2020 but they will nonetheless constrain business activity in 2021. Forecasts will remain fluid as we get more information on the status of the local and global vaccine rollout as well as the implementation of government’s ERTP.”
Debswana — the world’s leading rough diamonds producer by value says it is “watching” the developments around lab grown diamonds closely as events unfold.
The world‘s largest jewellery maker Pandora, this week announced that it will completely abandon mined diamonds and shift totally to lesser expensive stones manufactured in laboratories citing “environmental reasons.”
Pandora is by far one of the most important jewellery makers in the world.
The company which started as a family-run jewellery shop in Copenhagen, Denmark, is now globally known for its customizable charm bracelets, designer rings, necklaces and watches, crafting them from the world’s finest mined diamonds.
In an announcement that sent shock waves across the diamond industry corridors on Monday, the world’s biggest jewellery maker told global media outlets that it will no longer sell mined diamonds and will switch to exclusively laboratory-made diamonds.
Pandora Executives cited concerns about the environment and working practices in the mining industry saying this has led to growing demand for “alternative products”.
Alexander Lacik, Chief Executive Officer of Pandora told UK based media group BBC, that “the change was part of a broader sustainability drive”. He explained that Pandora is taking that direction because, “it’s the right thing to do”.
“Synthetic diamonds are also cheaper, we can essentially create the same outcome as nature has created, but at a very, very different price,” he said.
The move by Pandora, according to Industry experts, reflects a reorientation of the jewellery market brought on by the pandemic and the sentiments of younger buyers, who are more likely to factor in environmental and human rights concerns when choosing products.
“For millennials in particular, the awareness of what a lab-created diamond is, is significantly higher than with the older generation, so it’s a matter of education as well,” Alexander Lacik told American media outlet Bloomberg on Monday.
He added: “These categories of buyers are more concerned about sustainability aspects.”
“WE ARE WATCHING THIS SPACE VERY CLOSELY”— DEBSWANA
Two weeks ago, Debswana, a De Beers partly owned company, said the synthetic diamond space is being monitored closely.
In a statement following a virtual stakeholder engagement meeting on the 23rd of April, 2021 Debswana Corporate Affairs said the company is keeping an eye on the new developments.
“We do watch this space very closely and also do know that De Beers does the same, overall, research shows that the size of the lab grown diamond market continues to be very small in comparison to the size of the natural diamond market (a low to mid-single digit percentage of the size,” stated the company.
Debswana said one of the key advancements with regard to lab grown diamonds in 2020 was that new production sources continued to come online, including the new De Beers owned Lightbox facility in Oregon, United States.
The increase in supply, coupled with continued advancements in technology, have seen lab grown diamonds continue their downward price trajectory throughout 2020, the company said- citing a report by Brain- that lab-grown diamonds are now retailing at an average of around 35% of the value of an equivalent natural diamond, down from around 65% in 2017.
In addition Debswana cited a research conducted by its parent company De Beers and other industry players that “90% of consumers want gifts that hold their value over time, and natural diamonds are seen as the top gift of this nature, above other jewellery, designer clothing or electronics”.
“Diamonds hold a symbolism, meaning and value that lab-grown diamonds do not provide as a mass-produced product of technology.”
DE BEERS SYNTHETIC DIAMOND BUSINESS
De Beers entered the retail space of synthetic diamonds space in 2018, through its jewellery brand Lightbox.
The company committed an investment of US$94 million (around P1 billion) on an Element Six production facility near Portland, Oregon, US adding to Element Six’s existing UK-based facilities.
Through its wholly owned subsidiary Element Six De Beers Group has been making diamonds in laboratories for 50 years but solely for industrial purposes.
“Lightbox will transform the lab-grown diamond sector by offering consumers a lab-grown product they have told us they want but aren’t getting: affordable fashion jewellery that may not be forever, but is perfect for right now,” said Bruce Cleaver, CEO of De Beers Group in 2018.
Cleaver said his company was making this move informed by an extensive research that signals consumers regard lab-grown diamonds as a fun, pretty product that shouldn’t cost that much.
“We see an opportunity here that’s been missed by lab-grown diamond producers. Lab-grown diamonds are a product of technology, and as we’ve seen with synthetic sapphires, rubies and emeralds, as the technology advances, products become more affordable,” he said.
Initially De Beers has had a policy against synthetic diamonds however in 2018 the global diamond giant reported that after decades of investment into the extensive Research & Development the company could now offer consumers high quality gems with customer tailored cuts that suits fashion requisites better at affordable prices.
“While it will be a small business compared with our core diamond business, we think the Lightbox brand will resonate well with consumers at the same time provide a new, complementary commercial opportunity for De Beers Group,” observed the Group CEO.
De Beers Lightbox Jewellery brand is retailing in the market, with the product uptake by consumers satisfactory.
However, De Beers reiterated in many forums that it will remain a natural diamond business. In 2019 at the Diamond Conference held in Botswana, Bruce Clever said the over 100 year old mining giant will remain a primarily “natural” diamonds business because the mine stones are forever and offer something no any other product could offer.