Think carefully, Jooste told dissenting Lodestone investor

Markus Jooste told a business connection who is opposing a deal intended to save the former Steinhoff boss’s investment company to “think very careful [about] what you are trying to do”, court papers show.

Jooste’s Mayfair Holdings is trying to sell Lodestone Brands — through a mechanism that would force Lodestone’s minority shareholders to also offload their shares — to help it repay bank loans backed by now-collapsed Steinhoff shares.

However, the founders of Lodestone’s three underlying companies, who are also minority shareholders of Lodestone, have gone to court to stop Mayfair and Standard Bank, the appointed investment bank, going through with the sale.

In papers filed in the High Court in Johannesburg in March, they said they had been intentionally excluded from the process and did not want to be forced to cut ties with the companies they founded — particularly ahead of an expected positive revaluation of Lodestone in 2022.

In a February WhatsApp message, attached to the court papers, Jooste told a Lodestone director who opposed the scheme that he was “so devastated” to hear that he and another director were “trying to do Mayfair in behind their back[s]”.

“After what I did for you…. Think very careful what you are trying to do…. That is not how partners behave when one has a temporary problem,” said Jooste, who resigned as a director of Mayfair and as CEO of Steinhoff in December after Steinhoff said it was investigating “accounting irregularities”.

While Jooste’s son-in-law, Stefan Potgieter, is now the sole director of Mayfair, the applicants said that this indicated that Jooste remained a de facto director.

To pay off its debts by a deadline of December 2018, Mayfair was “scrambling” to sell Lodestone, which makes Rascals and other sweets as well as beverages and personalcare products, the minority shareholders said in their court documents.

Supplementary documents show that 24 parties had expressed an interest in buying Lodestone, including Tiger Brands, Remgro, Long4Life, Premier Foods, Pioneer Foods and RCL Foods.

The applicants also did not support Standard Bank’s appointment as the investment bank as they believed it was conflicted, they said.

To prevent their forced exit, they were considering making an offer for a Mayfair control structure entity.

While the initial application to interdict the sale process was filed in March, the application has been delayed, Business Day understands. Standard Bank did not respond to requests for comment, while Jooste read and ignored a WhatsApp message.

Meanwhile, the banks involved in Steinhoff’s Frankfurt listing — Absa, Barclays and Commerzbank — had been “loath to accept responsibility and liability”, said Armand Kersten, the Dutch Investors’ Association’s (VEB) head of European relations.

VEB said in April that in addition to its legal proceedings against Steinhoff it would hold those three banks liable for damages incurred by Steinhoff’s shareholders due to misrepresentation about the retailer’s financial position at the time.

“Unsurprisingly, the banks are loath to accept responsibility and liability.

“VEB is considering its options, but it does not stray from its view expressed in the notices having been served on the banks,” Kersten told Business Day this week.

Absa did not respond to a request for comment.