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Mr. Norman Klein, a retired SA liquidator, exposed in a Mnangagwa-led theft of CFI shares



As background, this matter involves the theft of the entire controlling shareholding that was held in CFI, a diversified Zimbabwean conglomerate that was listed on the Zimbabwe Stock Exchange (ZSE), with Zimbabwean judicial complicity.

This expose is focusing on the role and involvement of Mr. Norman Klein whose appointment as Joint Liquidator was choreographed by President Mnangagwa’s hatchet crew led by Mr. Edwin Manikai, who brazenly asserted the rights expropriated from the shareholders and directors of SMM Holdings Private Limited (SMM) in SA courts resulting in the affairs of SA insolvent estates being the conduits for criminality.

Mr. Klein who has since retired as an Insolvency Practitioner refused to respond to questions posed to him to explain his role and involvement in this bizarre and strange series of events and circumstances.

A copy of an application that is pending before the High Court of Zimbabwe under Case Number HC4377/22 in which Professor Mupasiri is seeking a declaratory order against Minister Ziyambi, the Minister responsible for administering the Reconstruction of State-Indebted Insolvent Companies Act confirming that SMM under reconstruction is not a company but an organ of the government of Zimbabwe.

This declaration will clarify the fraud that was prosecuted on SA courts on the guise that SMM under reconstruction is just like an ordinary company.

Mr. Norman Klein, was the only liquidator of the joint liquidators of Southern Asbestos Sales Pty Limited (SAS) who willingly participated in the judicial proceedings in the matter SMM Holdings (Pvt) Ltd v Mawere and Another (20235/2006) [2012] ZAGPJHC 186 (11 October 2012) that Willis J (as he was then) presided.

Mr. Klein knew that this matter involved the relationship between SMM Holdings Private Limited (SMM), a private company that prior to 6 September 2004 was controlled by a board of directors appointed by Mr. Mawere, who was a director of the company’s sole parent, SMM Holdings Limited (SMMH), a company incorporated and operating in terms of the laws of the UK, and SAS, a South African company that was liquidated pursuant to a fraudulent claim premised on a non-existent relationship of SMM as a seller of asbestos and SAS as a buyer.

Mr. Klein knew that SMM under reconstruction was a creature that was governed in terms of an extra-judicial order and associated regulations that were given life by virtue of a Zimbabwean decree promulgated by the late President Mugabe.

Recently, in response to the Professor Mupasiri’s application seeking President Mnangagwa to bring the Constitutional Court of Zimbabwe (CCZ) to his confidence by disclosing what he knew and his involvement in relation to the facts and circumstances surrounding the weaponizing of the right, power, authority and relationship that the government of Zimbabwe was able to establish with SMM, a private company, to apply such legal relationship in relation to the affairs of SA based companies including SAS; President Mnangagwa admitted under oath that he was the driving force in the theft of shares held by Riverridge Trading Private Limited (RTPL) and Riverridge Private Limited (RPL), in CFI Holdings Limited, a company that was listed on the Zimbabwe Stock Exchange.

In order to create a nexus between SMM under reconstruction and CFI, a scheme was hatched involving President Mnangagwa, Hon. Chinamasa, Gwaradzimba, Manikai, Pieter Colyn, Kirsty Simpson, Advocate Christo Bothma, Norman Klein, Mr. Theo Van Den Heever.

The first step was to divest and deprive Mr. Mawere of the control and management of all Zimbabwean companies using the reconstruction order as the weapon.

This was successfully accomplished on 6 September 2004. Gwaradzimba was appointed extrajudicially to assume the control and management of SMM and related companies.

The Chinamasa decree clothed Gwaradzimba whose appointed was not prosecuted in terms of the laid statutory procedures for procuring services on behalf of the state.

The facts in this matter confirm that the regulations were gazetted on 3 September 2004 and on the following Monday, Gwaradzimba was in charge and his first task was to dismiss the directors of SMM and the rest is history.

SMMH as the sole shareholder was not notified of this action and surprisingly, there was no provision for any judicial involvement in the decree.

Gwaradzimba’s Appointing Authority was the Minister of Justice and as such his duty was to the Minister and not to SMM.

He occupied and continues to occupy after 18 years of purported reconstruction, an Administration position in relation to the affairs of SMM.

He represents the government of Zimbabwe who alienated by law, the shareholders and directors of SMM from the company.

Against this backdrop, a crooked SA judge by the name Epstein AJ (as he was then),

determined without any facts being led before the court that the relationship between SMM and SAS was that of a buyer and seller.

This is an extract from his judgment:

It is chilling that an independent and impartial judge would have the audacity to state that he had the benefit of further information that was acquired outside the four corners of a court and he was independently satisfied to determine a dispute that was not before him and grant a judgment in favour of a litigant who approached the court without the facts relied upon to make a lawful order.

Based on this self-created fact, he then proceeded to grant a liquidation order in relation to SAS in foreign currencies notwithstanding the fact that any trade that takes place in the jurisdiction of SA has to be denominated in the lawful currency of the country i.e. Rands.

It is not in dispute that President Mnangagwa using the agency of DMH instructed SA lawyers to prosecute the self-created claim based on SAS being an independent buyer owing US$18 million and CAD$.63 million in SA. This ridiculous claim was recognized and enforced fully knowingly that the government of Zimbabwe was SMM under reconstruction’s alter ego.

It is significant that Mr. Klein who was the witness on behalf of the government of Zimbabwe in relation to a claim that by virtue of a relationship was that was invented by Epstein AJ in the court to the effect that SAS was indebted to SMM by virtue of an agreement that he imagined in court, knew the implications of him testifying to facts that did not fall in his personal knowledge and the prospect of a double jeopardy involving the enforcement of a judgment per Epstein AJ that was sought and granted by fraud on the basis on a non-existent buyer to seller relationship between SA and SMM, an confirmed in his evidence in which he stated the following as facts:

  • He falsely stated as true and fact that SMM had supplied asbestos to SAS when he knew that SMM’s relationship with SAS did not involve any exchange of physical with cash value.
  • He falsely informed the Court with a view to inducing the Court to make fraudulently determine the dispute absent facts that SAS sold asbestos it purportedly bought from SMM and invoiced such ghost customers with invoices in its name.
  • He also falsely stated to the Court that SAS was responsible for non-collection and as such SAS assumed US$ dollar liabilities in relation to the trading of asbestos using its name.
  • He falsely misrepresented that SAS was entitled to a commission yet he stated under oath that SAS was a buyer and such no buyer is ever entitled to a commission.

Although Klein falsely represented to the Court that SMM sold and delivered asbestos to SAS, he also stated to the same court that SMM was aware of the customers without disclosing which customers would be relevant in transactions involving a buyer and seller as principals.

He also misled the Court into believing that in relation to asbestos sold and delivered to SAS in SA, SMM had access to SAS’ debtors and more astonishingly that SAS assumed the default risk in relation to debtors who were known at all material times to SMM.

It is significant that if Mr. Klein was not a Chartered Accountant by profession and conducted business as an insolvency practitioner as well of the reality that claimed in 2012 to have been an insolvency practitioner for approximately 45 years, one would have been tempted to forgive him for misleading the court.

To confirm that he knew about SMM under reconstruction’s fraudulent intent, he confirmed to the Court that the summons, together with the particulars of claim in the action instituted by the plaintiff against SAS had been served on him and that he had been duly subpoenaed in about November/December 2011 and he had also been subpoenaed to appear at the last set-down of the trial for October 2011.

In addition, he informed the Court that: “Upon receiving the summons (re-establishing the SMM under reconstruction claim against the estate of SAS following the rejection of the same claim by the Master of the Court) , the liquidators consulted with their attorneys and sought advice from counsel. They took steps to file a notice of intention to defend. The matter was then dealt with by Mr. Vincent Matsepe, a joint liquidator. They received a formal opinion from Advocate Johan Smit but Norman Klein did not attend the consultation with him. They filed a plea that was a bare denial because there were not sufficient facts and documents to give full details of a defence. The bare denial plea was submitted because the liquidators did not want default judgment to be issued against them. After the plea had been delivered, a consultation was held on 3 November 2006 between Mr Matsepe, representing the joint liquidators, Advocate Johan Smit, the first defendant and the second defendant, along with the instructing attorney, Mr Gewer.

Accordingly, Klein knew that Goldstein that the judgment granted per Goldstein J in favour of the purported Plaintiff, SMM Holdings (Private) Limited, a company represented by an organ of a foreign state, who never bothered to comply with the law on locus in relation to a representative of a foreign claimant in relation to assets domiciled in SA, he did nothing between 2007 and the date of the hearing to examine the claim that was established through court processes and was denominated in dollars as follows:

Below is the judgment granted to SMM under reconstruction with the knowledge and complicity of Klein and his fellow liquidators.

It will be noted that on paragraph 31 of Willis J judgment, it was fraudulently stated as follows:

Mr. Klein knew and ought to have known that although SMM’s alleged claim for goods sold and delivered in SA to SAS, was US$18 million, SMM acting arbitrarily chose to recover purported assets of SAS in form of purported loan advanced made by SAS in relation to the acquisition of shares held by Rayberry International Limited (Rayberry), the ultimate beneficial shareholder of the RPL and RTPL shares in CFU without complying with any law or authority.

For more information on the CFI shareholding matters, please follow: https://heyzine.com/flip-book/b7934a19dc.html.

In relation to the SAS matter, Gwaradzimba stated as follows that as a matter of fact, SAS was indebted to SMM in foreign currency, without exchange control approval being required in relation to the asbestos exchange for a claim in the jurisdiction of South. He proceeded to asset that such a claim could be settled in foreign currency or could be converted from foreign currency to South African Rand for payment. Notwithstanding this misrepresentation, Klein and his fellow SAS liquidator have never stepped forward to pronounce their investigation in relation to the validity and lawfulness of a claim or judgment denominated in forex in relation to exchange that allegedly took place in SA.

With respect to authority to represent SMM, Gwaradzimba openly stated in his affidavit that was served on Klein that his authority to arose from the Reconstruction Order and it would follow that such an order would not apply in relation to a company in the ordinary sense.

With respect to the complicity of Klein in the theft of CFI shares using the instrumentality of the default claim judgment, this is what Gwaradzimba openly admitted to:

It is clear from the above that in relation to the fraudulent claim per Goldstein order, the government of Zimbabwe using the agency of DMH unlawfully deducted an amount of US$4,646,445 from the purported claim after he (GWARADZIMBA) became aware of the fact SAS had made payments of such amount on behalf of SMM under reconstruction.

Please read Gwaradzimba’s evidence: https://heyzine.com/flip-book/411e70c4ea.html.

The facts of this matter show that SMM became an organ of the government of Zimbabwe with effect from 6 September 2004 and accordingly its affairs were governed in terms of the decree.

It will be noted that Gwaradzimba and his associates knew of the existence and operation of a UK-registered entity that was not linked to SAS under reconstruction that was involved in Rayberry acquisition yet Klein cooperated in the fraud against Rayberry resulting in the RPL and RTPL shares being divested using the Goldstein J judgment as a weapon:

It is significant that Rayberry is a wholly owned subsidiary of Africa Resources Limited (ARL)

The link between the litigations in South Africa and the confiscation of the control of SMM by the government of Zimbabwe is a direct one and the following inescapable conclusions can be drawn:

  • SMM’s control was decisive in triggering the SA litigations.
  • SMM under reconstruction had no legal nexus with SAS and the reconstruction created no nexus at all.
  • SMM under reconstruction was a different animal to SMM, the company, whose relationship with SAS was that of seller and an agent of seller in relation to marketing and collection of amounts from SMM’s customers.
  • No asbestos was sold and delivered to SAS by SMM in SA.
  • SMM under reconstruction was de facto a creature of the government of Zimbabwe and a claim against SAS was effectively a claim by the government of Zimbabwe in SA against SAS, a juristic SA company.
  • It is a principle of law that no law has extra-territorial application. Gwaradzimba confirms that his authority to authorize SMM to litigate in SA was derived from his Zimbabwean appointment.
  • With respect to CFI shares to the extent that SMM under liquidation was the Petitioning Creditor in the liquidation of SAS, it follows that after the liquidation judgment was granted and it had supported the appointment of a Klein as liquidator, the involvement of SMM in the affairs of SAS could not be done without the knowledge and consent of SAS Liquidators in terms of allowing a set-off in relation to the preposterous construction that SAS funds were used to acquire shares in the BVI in relation to CFI, and such funds constituted SMM’s claim against SAS, and therefore, SMM had title and authority to deduct as a preference what SAS is alleged to have owed to SMM.
  • This theft was done using the SA courts with the complicity of SAS liquidators.

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President Cyril Ramaphosa

President Cyril Ramaphosa will tomorrow , Wednesday, 22 March 2023, deliver the keynote address at the first day of the three-day National Conference on the Constitution which is titled Reflections And The Road Ahead.

The event will take place at the Gallagher Convention Centre in Midrand, Gauteng, under the theme “Reflections on the Constitution: Rule of law, accountability, social and economic justice”.

The conference gives the nation an opportunity to reflect and engage in dialogue on the past 25 years of the Constitution, nation building, gender equality, youth economic empowerment, service delivery and social stability, with the objective of charting a way forward that builds on the gains of democracy.

As a platform for deliberating on continuous, robust debate on the purpose and effectiveness of the Constitution, the National Conference on the Constitution intends to broaden the discourse on the Constitution and encourage members of the public to participate in the conversation on constitutionalism and the state of democracy in the country.

Some of the focus areas in the programme include:

• Transforming and building an independent and resilient judiciary;
• Transforming and growing the economy as a constitutional imperative;
• Progress on land reform: restitution and distribution;
• Governance and electoral reform;
• Effectiveness of constitutional and independent statutory bodies in strengthening
constitutional democracy.

The conference will be attended by prominent figures of South African society including academics, members of legislatures, constitutional and independent statutory bodies, mayors, political parties, youth, students, business leaders, religious leaders, representatives of the legal fraternity, traditional leaders, media and others.

The conference will be held as follows:

Date : 22-24 March 2023
Time : 08h30
Venue: Gallagher Convention Centre, Midrand, Gauteng

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Here are the facts:

THE COCA COLA COMPANY (TCCC) acquired THE ENTIRE ISSUED SHARE CAPITAL OF CADBURY SCHWEPPES PLC resulting in the control and management of the global Schweppes businesses into TCCC value chains including Schweppes Zimbabwe Limited (SZL), a company incorporated in terms of the laws of Zimbabwe.

Mr. Brian Musekiwa, a Zimbabwean-born professional based in Texas, USA, said: “I had no idea of the SZL matter and its intersection with the SMM Holdings Private Limited (SMM) affair until I joined the Justice Under Rule of Law’s (JUROL) corporate heritage and legal literacy campaign powered by the Banking on Africa’s Future (BOAF) of which I am a paid up member. I have followed the SZL saga with keen interest not because of the Zimbabwe angle but because TCCC is a global corporate icon and just the idea that this company was party to an extortion and corrupt deal involving the payment of $2.7 million to Chinamasa, Mnangagwa’s key 2017 coup ally, is chilling leading any person like me to want to know if there exists any causal link between the complicity of TCCC’s alleged corrupt practices and conduct in relation to the affairs of the SZL localization and upgrade program concluded with Africa Resources Limited (ARL), a private company incorporated in terms of the laws of the BRITISH VIRGIN ISLANDS (BVI) and wholly owned by Mr. Mutumwa Mawere, a Zimbabwean born South African naturalized citizen, who Mnangagwa and Chinamasa using Messrs. Edwin Manikai and Afaras Gwaradzimba as surrogates, and the extrajudicial and the unconscionable theft of the control and management of SZL and other juristic entities using an unprecedented draconian and barbaric law called the Reconstruction of State-Indebted Insolvent Companies Act that was authored by Mnangagwa to bridge him to state power.”

Mr. Cornwell Mutetwa, a Zimbabwean businesan said: “I naively thought that the reconstruction project was solely premised on the affairs of SMM as a company and not on the person of Mawere and his alleged interests in companies like SZL.

I am pleased that Mr. Mucha Mugore, a member of BOAF-JUROL, inspired by findings in his MBA dissertation research on how public power was abused in expropriating Mawere’s relationships with not only SMM but many separate and distinct juristic entities, provoked in a whatsapp group that the record of this sad chapter in the corporate history of Zimbabwe must be corrected preferably in form of a memoir written by Mawere.

I was encouraged and remain so that I have flins myself being part of this noble project that has enabled me to interface with Mr. Mawere who has generously downloaded critical information that hitherto has not been in the public domain. I had no idea that Coca Cola Holdings Netherlands (CCHN) was directly and indirectly involved in the affairs of SZL until I read this:

Having understood that it was the Zimbabwe Competition and Tariffs Commission (TCTC) was weaponized to have jurisdiction beyond its mandate to regulate competition issues to become relevant in prescribing localization matters, I began to understand that under the late Mugabe’s watch the governance system was already broken.

My memory was then provoked to appreciate why the former Minister of Indigenization, Hon Kasukuwere, had a hand in the SZL matter and used his public office to cause ZCTC to require as a condition for approving that the control and management of SZL be divested and deprived from TCCC using public power.

It is against this background that the extortion inherent in the extract below from a meeting between SZL’s then SA-based legal counsel, an employee of Coca Cola South Africa Pty Limited, a private company incorporated in terms of the laws of SA, can properly be understood:

It was made clear to CCSA that unless a payment of $2.7 million was paid to the order of Fidelity Life Asset Management (FLAM) and SMM under Chinamasa’s control through his appointee, Gwaradzimba, the ARL purchased equipment imported from Europe and delivered to SZL as part of the upgrade project, would not be released to an SZL controlled by CCSA until a ransom amount of $2.7 million was paid to the order of Chinamasa.

On the advise of Gwaradzimba whose relationship with SMM was a consequence of a decree and an order issued by Chinamasa with no judicial involvement, CCSA according to Mr. Mokwena, in his capacity as the legal counsel of both SZL and CCSA, was advised by Gwaradzimba and accepted his advise to part with a bribery of $2.7 in million to cause Chinamasa to exercise public power to issue a notice removing SZL from the purported and unlawful and invalid control by Gwaradzimba using the order issued by Chinamasa in relation to SMM affairs only.

It is chilling that Chinamasa used public power to issue a notice dates 26 January 2006 and through his appointee was rewarded with a secret gift of $2.7 million to the prejudice of ARL and its sole shareholder, Mr. Mawere.”

Mr. Peter Makoni, an attorney and a member of BOAF-JUROL, said: “I have had the opportunity to read and understand the sequence of events leading to the confiscation of equipment acquired by ARL using the personal agency of Mr. Mawere as set out below:

It is clear from the fax above that neither FLAM nor SMM under reconstruction were involved in the SZL matter as promoters and sponsors to permit any lawful payment of a bribe of $2.7 million to Chinamasa using cronies like Gwaradzimba and Manikai.

Having concluded that Chinamasa was unjustly enriched to the tune of $2.7 million based on fraudulent representation that the $2.7 million that ARL, a company whose affairs fell outside the jurisdiction of Zimbabwe and, therefore Chinamasa and his surrogates, in exchange for a government gazette to divest and deprive ARL of the control and management of the upgrade equipment that was conveyed by Petter Trading Pty Limited as ARL’s agent, received pocket money to be used for ulterior motives in the amount of $2.7 million from CCSA.

It would please anyone interested in building a future of not only Zimbabwe but Africa that is characterized by the respect of the rule of law to take notice of the documents in the flipbook below:”

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