Before the Steinhoff deal, Naidoo had sought to purchase a 2.5% stake in Pepkor from its former chairperson Christo Weise, with whom he has had an “active business relationship” for 12 years.

Before the transaction was concluded Pepkor was bought by Steinhoff and, through Weise, Naidoo was then given an opportunity to turn the initial proposal to buy a stake in Pepkor to one where he could purchase Steinhoff shares.

“I consider BEE to be an ancillary aspect that becomes relevant only pursuant to a core commercial rationale between business partners,” said Naidoo.

Better governance

Former PIC CEO Dan Matjila previously told the commission that the PIC had elected to buy shares through the Lancaster BEE structure as opposed to the open market because part of the transaction involved Naidoo receiving a seat on Steinhoff’s board.

According to Matjila, the PIC, which already had Steinhoff shares, had struggled to influence governance at the company and saw this as an opportunity to be heard at board level through Naidoo.

When asked about this Naidoo told the commission that the relationship between Weise and Steinhoff’s management meant that he had been invited to become part of a leadership group.

“There was a more strategic influence that was capable of being associated with this transaction than simply buying the share through the stock exchange in an anonymous way,” said Naidoo.

He said his appointment to the board had been of interest to the PIC because it meant the organisation would have a “friendly” on the board. However, he said it did not mean that he was a formal representative of the PIC – merely that their thinking was aligned.

“We had much in common in our view of developing the economy, entrepreneurs,” said Naidoo. “There was a meeting point between the PIC’s and my own philosophy.”

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