Liquidated Irca SA trademarks were sold on auction to Wohbag, a property investor run by Gert De Wet Jordaan, for R2.5-m in December.
Former MD Carel Labuschagne (CEO during the demise) told Sheqafrica.com that a prospective buyer had asked him for some advice, but he did not know who the buyer was, did not know the price, and was not involved in the bid. “Those who say do not know, and those who know would not say,” he joked.
Anyone may buy a liquidated company, but former officials may not hold office again. The new owner or owners apparently plan to resume Sheq consulting, training and auditing. Van’s Auctioneers had called for offers on 1 December last year, and held the auction on 6 December. It was not widely advertised.
Wohbag (Pty) Ltd is a construction and property company based in Fordsburg in Johannesburg, near the Oriental Plaza, registered in 2001. Wohbag Realty was deregistered as a CC in 2005. Wohbag Properties, registered in 2005, and incorporated in 2005, is an investment company at 370 Pine Avenue, Randburg. It is not part of a group. The sole director is Gert De Wet Jordaan (55).
Irca entities were managed as one business, but overseas ‘branches’, and franchisees, were actually separately owned entities, not affected by the liquidation or the sale. Irca coastal was still making a profit, but was part of the liquidation.
The value of Irca Global was estimated at R10-m last year, at the start of the business rescue process. Creditors are owed R54-m, excluding employees. Labuschagne said he was not involved in responding to the claims of creditors and staff.
Liquidation costs total about R1.3-m. Irca Ltd was placed in liquidation by the High Court Gauteng Division in June last year, after an application for winding-up by Dr Gert Holtzhauzen, a Business Rescue Practitioner.
In September the Master of the High Court had appointed Tshwane Trust as administrator, represented by H Muller, Kobus van der Westhuizen and Antoinette Slabbert, with Sumaiya Abdool Gafaar Khamissa and Arthur Johannes as joint liquidators.
The liquidated Irca property was:
LOT 1: 100% of the shares in IRCA Coastal (Pty) Ltd, Registration 1996/016722/07
LOT 2: 100% of the shares in IRCA Vereeniging (Pty) Ltd, Registration 1995/008077/07
LOT 3: Registered trademarks
LOT 4: Lot 1, Lot 2, and Lot 3 jointly
LOT 5: Lot 1 and Lot 3 jointly.
Some of the trademarks involved are:
Ircon and Device TA 3218198
BIT TA 3218218
IDRS and Device TA 3218211
IRS and Device TA 3218210
International CAP TA 3218203 & TA 3218203A
Ircon TA 3218197 & TA 3218197A
BAT TA 3218197 & TA 3218197A
IMBOP TA 3218204
Auditor and device TA 3218208
Irca Global and Device TA 3218196/A/B
ACAT TA 3218215
RCAT TA 3218201/A
MSRM TA 3218214
ISIT special form TA 3218200
Irca TA 3218230
RCAT special form TA 3218216 &/A.
These entities had listed assets and creditors in Port Elizabeth, Cape Town, and KwaZulu Natal. The distinction between the liquidated entities, and other Irca entities and franchisees, was unclear to clients and employees. The liquidators said the trademarks were sold, but did not elaborate whether the shares were included.
The auctioneers described the sale as “two companies that specialise in business risk management through industry training and support systems. Various advanced supporting registered trademarks that compliment these two businesses are also available for purchase.
“Some of the trademarks that support the business structure and services of the IRCA Group have valuable and advance developed software programmes in place, up-to-date documents, manuals, protocols and auditing systems and software.
“IRCA was established in 1993, and its business model includes services, training methods and risk management tools that provide industries with the solutions and skills to reduce operational risk exposure in the areas of safety, health, environment and quality issues.
“The local and global industries in which IRCA are involved with include mining, food and beverage, manufacturing, petro-chemical, steel and allied, construction and government, local authorities and parastatals, railway, transport and agricultural industries.
“The companies’ business operations would range from risk awareness, system integration, risk optimisation and behaviour interventions to reduce the exposure of risks in an organisation.
Former Irca board members were Gordfrey Mothobi (Group Chairman); Carel J Labuschagne (Group CEO, founder, and former MD); Tswang Letlape (COO); Malusi Dlamini (Group Financial Director); and Willem J van Aswegen (MD International Business Strategy). However there were changes in leadership before and during business rescue.
Van Aswegen told Sheqafrica.com that he had no part in the auction bid. Former Irca Middle East head Manie Mulder, who had retired, said the liquidation was a sad time for Labuschagne.
Irca had tried to buy liquidated Nosa brand
Eleven years ago Irca Global had opposed Micromega’s bid to buy Nosa International, reported Business Day in September 2005, during the Nosa liquidation saga.
Micromega was started by controversial businessman Dave King. Attempts by IRCA and liquidators to gain control of Nosa brand from Micromega culminated in a high court interdict ordering the listed group to stop using the name.
Micromega chairman Greg Morris had appealed against the interdict, and acquired Nosa International for a song. Morris said they had paid Nosa’s debts, however some creditors were never paid, and some staff waited eight years for part of their due.
Irca liquidation background
The IRCA liquidation was announced on 1 April last year, after a vote by creditors against the rescue plan. IRCA Global was one of the five largest safety, health, environment and quality (Sheq) consulting, training and auditing providers in South Africa.
Independent business rescue practitioner, Dr Gert Holtzhauzen, had noted that no audit has been carried out, nor has there been adequate opportunity to verify any of the information given to his team by IRCA.
The ledger indicated that IRCA creditors were owed a total of R54-m, but the submitted total was R186-m (see a list of some creditors).
“In the event of liquidation of the company, the return to creditors, based on the calculated liquidation and distribution, is zero,” reported the business rescuer in the proposal, and offered R0.15c per R1 to concurrent creditors, including the Receiver of Revenue.
Irca had only two active directors in its final months; Carel Labuschagne, and Willem van Aswegen. Two additional directors were designated during the rescue attempt last year; Zwelibanzi Bobby Henry Nkosi, and Andile Zamokuhle Nkosi. Irca had claimed to be “51% BEE”. Irca Global had operated 17 branches in seven countries.
Some IRCA creditors
Some of the IRCA creditors, and their due (listed with Ledger amount; followed by Submitted amount) include;
|Creditor||Debt on ledger||Submitted|
|Absa Bank Overdraft||6,000,000 ;||6,000,000|
|Amadazi Investments Cc||29,720 ;||49,534|
|Amoroko Training||43,070 ;||233,485|
|Arint Consulting||154,778 ;||419,054|
|Association Of Mine…||112,080|
|Blue Vision Itm||49,500|
|Labuschagne, Carel (Loan To Irca)||361,423 ;||361,423|
|Charmont Media||119,700 ;||104,850|
|Charter Quest||1,200,000 ;||2,291,845|
|Cst Secretarial Services [Submitted]||7,998|
|Da Vinci Institute Students X399;||71,256|
|Da Vinci Institute For Technology Management||2,599|
|Haasbroek, Dirk D||13,714|
|DQS [certification body SA branch, run by Labuschagne’s son]||81,873|
|Gemcare Products||41,786 ;||41,786|
|Mothobi, Godfrey (Loan To Irca)||496,634 ;||496,634|
|Hj Wood Properties||1,908,741 ;||1,908,741|
|Irca Cape Town||10,226|
|Ixia Trading Rustenburg||40,000 ;||155,291|
|Labour Wise||5,198 ;||5,198|
|Liam Tax Administrators||8,173 ; 5,723|
|Malcolm S Paul Gbp 150,000;||3,000,000 ;||3,573,900|
|Master Builders Association||4,186|
|New Media Publishing||15,400|
|Optimum Upgrade Business Systems||16,998|
|Quinwood Investments (Loan To Irca)||3,347,355||3,347,355|
|Risk Free Workplace||9,480|
|Rope Access Inspection||209,317|
|Safety First Association||9,291|
|Servo Vita Cc||17,270|
|Sirius Risk Managment||275,311||255,311|
|South African Revenue Services||26,389,399 ;||26,083,873|
|Targaid Trusted Systems Cc||110,000|
|Business Zone /Alive To Green||25,080|
|Van Aswegen, Willem (Loan To Irca)||1,288,608 ;||1,288,608|
|Venditor Konica Minolta||130,899 ;||235,397|
|Waltons Rustenburg||5,666 ;||5,666|
|Zeelie De Kock||268,568 ;.||471,833|
TOTAL 54,332,297 ; 186,187,228.
A claim of R 122 609 191 from Origo was rejected, as the debt was subjected to a debt equity swap in the 2011 and 2013 financial years.
- Sources: Tshwane Trust liquidators. Sturns Business Rescue Practitioners. Van’s Auctioneers. Sheqafrica.com. Cipc. Telephonic responses from Carel Labuschagne, Manie Mulder, Willem van Aswegen, and some former staff members.