The PIC Commission:
Dr Matjila provides context.
As we have witnessed over the last few years, South Africa has been under attack by shadowy figures intending to capture strategic state assets. This war of attrition caused untold damage to what had been well-functioning state departments.
One state-owned entity under serious threat was the Public Investment Corporation (PIC). As Africa’s largest asset manager, it represented the jewel in the crown of state-owned entities.
Before these criminal incursions, the PIC had enjoyed significant success. Assets under management had grown to over R2 trillion, delivering higher returns to its clients – active members and pensioners of the Government Employees Pension Fund (GEPF).
Moreover, the PIC paid handsome dividends to the state; it had received clean audits consistently over 15 years; and, unlike many SOEs, had never needed to ask for bailouts.
So, in an attempt to capture the organisation, anonymous characters made a litany of unfounded allegations intended to subvert and destabilise the PIC. Nefarious activities that eventually resulted in the senior management team leaving the PIC.
A commission was established to test these allegations. Still, it became clear once the State Capture Commission was established under the then Deputy Chief Justice Zondo that this was a systematic, well-organised onslaught aimed at disrupting and undermining South Africa and rendering our young democracy unworkable.
Within the pages of this website, we provide insights that led to the PIC Commission. We also relate how Dr Matjila and his management team grew the PIC into Africa’s largest and best-performing asset management company.
And along the way, paved the way for hundreds of young black professionals into asset management careers, constructed tens of thousands of affordable homes, and created over one hundred and fifty thousand jobs.
In 2019, allegations of impropriety were levelled against the PIC, which led to the Mpati Commission of Inquiry. The findings, released on 12 March 2020, led to specific recommendations being made to the President, which were covered extensively and sensationally in the media.
However, Dr Matjila strongly refuted the findings, believing they were replete with inaccuracies, conjecture, and omissions, which he felt stemmed from a lack of understanding of the complex operations of the PIC.
As an example of unfairness, for instance, over 97.5% of the PIC portfolio had performed exceptionally well. Yet, the Mpati Commission’s narrow focus concerned a sample of transactions representing less than 2.5% of the PIC’s portfolio.
Adding to the injustice, most media publications were also remiss in mentioning the undeniably successful performance of the PIC over the period in which Dr Matjila was at the helm.
For clarification on the specific findings, please click on the topics below in which Dr Matjila shares his views:
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In my statement to the Commission, I provided complete and comprehensive details about the changes to the PIC senior management structure following my appointment as CEO. However, for some reason, these details were omitted from the final report. So, allow me to elaborate here.
In 2012/13, the PIC conducted a governance review on the instructions of the Shareholder, Minister P Gordhan. One of the recommendations concerning this exercise was the reduction in the span of control of the Chief Investment Officer (CIO).
When I became CEO in 2015, the board, chaired by the then Deputy Minister, Mr Mcebisi Jonas, approved a new investment strategy which was designed to respond to clients’ mandate requirements. This strategy called for a review of the organogram of the PIC to align it with this new vision.
The board agreed that the functions of the CIO should be split among four individuals with full executive powers enjoyed by the CIO, each of whom would be responsible for the following: Listed Investments, Private Equity and Structured Investment Products, Impact Investments and Property.
The Memorandum of Incorporation (MOI) was revised accordingly and sent to the then Shareholder (Minister Mr Nene) for his approval. The shareholder compacts which the Minister approved annually were based on the new organisational structure.
This occurred in October 2016, during the dramatic upheavals at the National Treasury. First, Minister Nene was replaced by Mr D Van Rooyen, who was replaced by Mr P Gordan four days later.
During these tumultuous times, none of the ministers involved was able to sign the MOI.
Moreover, throughout this period, PIC management constantly reminded the relevant officials at the National Treasury about this outstanding matter. Only on 24 March 2017 could Minister Gordan sign the MOI and formally instruct the board to give effect to the recommended changes.
The allegation that I had plotted to centralise my power base in the Office of the CEO during this period is not only wholly inaccurate but malicious.
Furthermore, suppose we follow such flawed logic. In that case, such an allegation casts doubt not only on myself but also on the Shareholder representative’s Minister of Finance, the Board, and the Chairman of the PIC.
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Another allegation made against me is one of nepotism. Again, according to some unknown (and I suspect disgruntled) whistle-blower at the PIC. They have been circulating anonymous emails, which infer that I used my position to arrange employment at the PIC for my son irregularly. Not only is this utterly devoid of truth – it is malicious, spiteful, and asinine.
Yes, a gentleman named Matjila was appointed as a canteen manager at the office park where PIC once occupied with other corporates. However, the gentleman in question is not my son, nor was he related to me in any way or form.
The spuriousness of this allegation is such that if we follow this reasoning to its logical conclusion, it would mean that no one by the name of Kganyago can be employed at the Reserve Bank. And no one named Kieswetter can ever be hired by SARS. It’s an allegation so deficient in logic that it’s laughable.
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As for my name being linked to the VBS debacle, this has to be the lowest of the low in allegations. The mere suggestion that I would accept a bribe of R5 million in cash is abhorrent.
It was the allegation made by one VBS executive, to another, before being relayed to Advocate Terry Motau SC, who, along with Werksman’s Attorneys, authored the “Great Bank Heist” report on VBS.
Advocate Motau is on record stating that he “Cannot make a definitive finding against me and that it warrants investigation.” I welcome any investigation regarding this allegation, which I consider a classic case of hearsay based on evidence of two people who, according to the report, are heavily implicated in malfeasance at VBS.
I also resolutely stand by my previous statement to the press in which I stated: “I emphatically reject any suggestion that I may have received R5m to facilitate further funding for VBS Mutual Bank.
The portfolio management committee of the PIC turned down an application to put more money into VBS Mutual Bank two days before VBS was placed under curatorship.”
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Another contentious allegation levelled against me: the massive losses incurred through the PIC’s investment in Steinhoff.
Yes, they were significant and deeply regrettable. However, in defence of the allegation of ineptitude regarding our exposure in Steinhoff from those who seem to have 20-20 vision in hindsight, the question should not be, “Why was the PIC duped by Steinhoff? But rather, “Who wasn’t duped by Steinhoff?”
As a retail group with a global presence, Steinhoff was considered a sound investment and a darling of the JSE. The multinational holding company was also held in high regard globally and performed well on the German stock exchange.
However, the fact remains that our exposure in Steinhoff represented less than 1% of the PICs assets under management. In other words, Steinhoff was one of over 300 securities in the PIC portfolio, so the loss was thoroughly cushioned.
Most importantly, Steinhoff was a constituent in the index that the PIC tracks in line with its investment mandate.
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Paragraph 167 on page 356 of the PIC Commission report states:
“The total funding provided by the PIC amounted to R9.4 billion (loan + equity). This was reduced from the initial request for R10.4 billion, according to Dr Matjila, so that the investment decision would fall within his delegated authority and would not have to be referred to a higher committee or the board for consideration.”
This finding is incorrect.
First, the transaction was approved by The Investment Committee (IC), the board committee responsible for investments with the authority and a mandate to approve transactions up to the value of R10bn in listed shares.
The Commission Report correctly states that the IC approved the transaction on 5 August 2016. But then, it also inaccurately states that I had reduced the original deal amount of R10.4 bn to R9.4 bn, so it fell within my then-delegated authority.
But the fact was that I had never had such a delegation!
Yet another insinuation based on this myth is that I wielded more power than the board.
The allegation that the PIC gave Mr Jayandra Naidoo R9.35bn is also pure fiction.
The loan was not made to Mr Naidoo but to the Special Purpose Vehicle (SPV) company (Lancaster 101).
And the deal was broken down in the following manner. In essence, on behalf of its clients, the PIC would own 50%, the balance of 25% was allocated to Mr Naidoo’s consortium, and the remaining 25% would be apportioned to BBBEE groups, which at that time had not been identified.
The PIC appointed two of its directors to sit on the L101 Board. And they were tasked with identifying suitable BBBEE groupings and helping run the affairs of L101.
The Commission found that the PIC should have bought the shares outright in the market. Admittedly, this finding is correct. However, it does not recognise the strategic rationale for purchasing shares via the Lancaster SPV.
As I explained in my statement, there were sound and prudent reasons for acquiring these shares this way.
First and foremost, Steinhoff was among the top 10 shares by market capitalisation on the JSE All Share Index and the PIC Customised Benchmark. (This comprised mainly of similar shares in the JSE All Share index, except for slightly different share weights). The PIC had an underweight position in this well-performing stock and thus needed to reduce the risk of underperformance resulting from this position.
Mr Naidoo approached the PIC with a request for funding to acquire 3.5% of Steinhoff and thus became the deal originator and promoter of the transaction, which is typical for this process in deal-making.
In line with the PIC’s commitment to UN PRI of being an active shareowner, this deal would have made it possible for the PIC to participate in Steinhoff’s governance via Mr Naidoo’s appointment to the Steinhoff Board, which at that time was untransformed.
As was thoroughly documented in the global media, Steinhoff shares collapsed due to accounting irregularities - or serious misconduct - at the company. And it was a collapse that shook the JSE to its core.
Had we at the PIC followed conventional wisdom and bought directly in the market, the PIC would have lost more than 95% of the value or close to R 9bn on these shares alone.
However, the Lancaster 101 structure was cushioned by derivative structures that were put in place to minimise downside losses. Besides, Steinhoff Africa Retail (STAR) shares bought by L102, a wholly owned subsidiary of L101 and funded by a loan from CITI Bank, which was secured by the Ratio Collar in L101, had not compromised the position of the PIC.
The share price of STAR, whose name changed to Pepkor Holdings, has held up quite well. Moreover, the risk management overlay around L101 and L102 has proved far superior to the outright purchase of shares in Steinhoff.
Transaction fees for this deal are another point of contention.
These are monies that cover facilitation fees, brokerage fees (if shares are traded in the market), and advisory fees, including legal fees. The PIC has typically capitalised these fees in the loan amount.
The fees are ultimately paid back as part of the loan amount. It’s an approach that has resulted in many successful BEE deals, significantly contributing to the facilitation of transformation in South Africa.
In the case of the Lancaster deal, the PIC didn’t need external advisory services as Steinhoff was a JSE Top 40 stock that was well covered by the equities team internally.
The exceptional performance of the PIC Equities portfolio, as shown here, demonstrates the evident competence of this PIC team in terms of knowledge of the Listed Equities market.
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Let me start with the assertion that I have been reckless by investing R70 billion in unlisted companies, with the inference being that loans have been granted to companies that were irregular and thus under or non-performing.
First, while delivering healthy financial returns on our investments is critical, contributing to the county’s broader socio-economic development is also part and parcel of the PIC’s mandate.
Through investments made in companies owned by black entrepreneurs, the overarching theme for our unlisted investments is transformation and inclusive growth.
Our focus in this regard, therefore, has been to invest in sectors that have the potential to encourage employment and development whilst generating the requisite financial returns.
These sectors have included energy, healthcare and affordable housing and student accommodation.
The results of our efforts during my tenure as CEO include, amongst others, the following:
• As many as 152 226 jobs were created and sustained.
• The construction of 22 new hospitals supplied an additional 3 049 beds for our public health system.
• Some 45 349 affordable houses and 11 900 student accommodation facilities were constructed.
• Support and finance made available to 785 SMEs.
The multiplier effect of all our unlisted investments concerning future development? Incalculable.
At the PIC, we also practise what we preach. Since 2007, we have led the way with transformation in asset management. Today black asset managers are responsible for managing more than R100bn of assets from the PIC.
I’m proud to say that transformation is also evident throughout the PIC. The almost 400 employees at the Corporation fully represent the diverse demographics of South Africa, with the majority being youth who graduated from the country’s previously marginalised universities.