Powercom Trust terminated

THE Powercom Educational Trust will not see a cent from the N$580 million sale of Cell One in which it held a two per cent shareholding.

The Trust, which was to receive a hefty N$11,6 million as its two per cent share following the N$580 million sale of Cell One, stirred speculation about its legal status and its future when paperwork at the Master of the High Court indicated it had already been dissolved in August 2004, less than two months after its registration. Reasons for this termination were not specified. According to the Trustees’ notice that appeared in local newspapers this week, ‘a decision was taken to reimburse the other shareholders for the equity injections and the loans that were made by them on behalf of the Trust’. The Trust was established by the former shareholders of Cell One. Cell One was sold to Egypt-based Telecel Globe. According to the Trustees’ notice, ‘The Board of Trustees of the PowerCom Educational Development Trust has decided to terminate the Trust’. This was announced in a notice issued on Friday, and signed by the institution’s Trustees, JHJ Malan and AH Barlow. The Notary Public in the registration and termination of the original Trust, Christiaan Gouws of legal firm Fischer, Quarmby and Pfeifer, however confirmed this month that it had been re-established because of problems in the initial formation of the Trust, and assured The Namibian that no money had disappeared. Paperwork indicating the re-establishment of the Trust was, however, not documented at the High Court. In a conversation with The Namibian, Johann Malan, who works in NamPower’s legal department, said the amount paid by the Trust to Cell One’s former shareholders – Telecommunications Management Partner (39 per cent), NamPower (37 per cent), Zeven Investment Corporation (12 per cent) and Old Mutual (10 per cent) – comprised not only the equity contributions made on behalf of the Trust, but shareholders were also rewarded with a return on the equity contribution. Malan would not, however, disclose the return on this contribution, or the value of the equity injections and loans made on behalf of the Trust. From The Namibian’s own calculations, the reimbursement from the Trust to the other shareholders would amount to N$4,6 million to TMP, N$4,4 million to NamPower, N$1,4 million to Zeven Investment Corporation and N$1,2 million to Old Mutual. How each of the shareholders profited in this regard, however, remains a mystery. ‘The trust would have derived revenue from its two per cent shareholding in PowerCom, which would then have been applied for education purposes and to realise the other Trust objectives. However, no dividends have been declared by the company to date,’ read the notice, explaining the decision to reimburse the shareholders. Among other things the trust was supposed to promote science and technology education, to provide bursaries or scholarships for science and technology studies, to invest in or divest from identified information and communications business ventures and to raise funds, internally or externally, for the sustainability of the trust. But, with the termination of the trust and the subsequent payment of its dues to other shareholders, all these noble undertakings are lost. The Deed of Trust of the original Trust (established in June 2004 and terminated in August 2004) states that upon termination of the fund its assets would be transferred to another educational trust. However, given the reimbursement of the shareholders and the return on their contributions above this amount to the full value of the 2 per cent share that was held by the Trust, no monetary assets remain for such transfer. According to Malan, because there had been no income into the Trust, no activities had been conducted during its five-year existence. Cell One’s former Board of Directors chairman, Gerson Narib, initially told The Namibian that he was not sure who had acted on behalf of the Trust during the sale of Cell One to Telecel Globe. nangula@namibian.com.na