Iraj Abedian steps down as chairman and Mike Solomon is back as CEO.

ALEC HOGG: Moneyweb's editor-at-large, David Carte, is with us in the studio. David, you had a fascinating morning, which turned into a fascinating afternoon as well.

DAVID CARTE: Definitely the most interesting extraordinary general meeting I have ever been to. Full of colour. As we arrived there, suddenly a busload of ladies got off the bus and started singing and dancing and chanting and waving placards - its was very, very colourful. And then of course a lot of the community came into the meeting. There must have been more than 200 people there, and it wasn't exactly quiet, because the community seemed to be broken down into two or three factions, and they were all very eager that they should prevail. And that took quite a lot of noise and shouting. I think most of us wondered whether this meeting would be concluded today, because of the rowdiness of proceedings.

ALEC HOGG: A bit like a political party get-together.

DAVID CARTE: Ja, they were chanting - they even wanted the chairman to step down.

ALEC HOGG: Some people from the floor who were shouting.

DAVID CARTE: Correct.

ALEC HOGG: You say a lot of colour - not just the way people were dressed - with noise levels different from the normal?

DAVID CARTE: The anger. There were times when we thought people might even start exchanging blows. But people simmered down, and eventually reason prevailed and the meeting went ahead. I think in the end it was concluded in a very civil way.

ALEC HOGG: Just to retrace a few of the footsteps, this is a company that listed on the JSE, it's got a fabulous platinum deposit right next to Sun City. It's called Wesizwe Platinum. Back in August the board of directors was reshaped - four of the six directors were voted off the board. That all got into more of a problem only last month, when the chief executive Mike Solomon and the chairman Rob Rainey were then also booted off the board. They - or somebody - then requisitioned the meeting that was held today, on the 17th of December, a very inappropriate time to have a meeting, just after a holiday, with many people away. But that didn't stop the crowds from coming, and in fact voting off the new board who'd actually just taken over in August.

DAVID CARTE: Quite surprising that the turnout was so good. The tactic of staging it the day after the Day of Reconciliation was a bit cynical, and then to move it from nine to eleven just irritated everybody. But in the end I don't think that tactic worked. There was maximum interest, maximum turnout. I think you yourself said that 81% of the votes were represented at the meeting.

ALEC HOGG: On Sens it says 81% of the votes were actually in the meeting, being represented, which is way higher - David Shapiro, in your decades of experience, have you come close?

DAVID SHAPIRO: No. Only when there is a proxy fight or a real battle. But I can't recall one.

ALEC HOGG: The vote was very close, David.

DAVID CARTE: Ja, I would say 52 to 48 in most of the resolutions. The one removing Iraj was 58/42, so that was a bit more conclusive. But the others ones I would say were reasonably marginal.

ALEC HOGG: You are mentioning Iraj Abedian, the previous chairman, outgoing chairman of Wesizwe. He joins us now on the line.
    Iraj, you were dumped in at the deep end when you joined the board in August. Now you've been made, I suppose, a bit of a scapegoat today with the biggest vote against you. Are you relieved to be out of this?

IRAJ ABEDIAN: Ja, I wasn't available for re-election. I made it very clear from September onwards that I wasn't, and I'm absolutely relieved because it's a company that is riddled with corporate governance issues and in the short term very, very difficult to resolve them.

ALEC HOGG: Why did you become involved in the first place?

IRAJ ABEDIAN: Well, Mike Solomon invited me saying that, look, he's got a board that was not a properly constituted in the sense that he didn't have enough independents - he needed different competencies and I was and am still excited by the reserves of the company, and I am asked to do something that can add value to the company. When I got on the board after two meetings it was quite clear that the board was completely split, and so were the shareholders. Then the problems began.

ALEC HOGG: And Iraj, how do you describe your relationship when you first went on the board with Mike Solomon and the relationship today?

IRAJ ABEDIAN: I am still the same - I hope on my side, anyhow. I did not find any illegal practices on his part, but in terms of the board and the board that governed the company, and poor corporate governance, it's really almost as bad as it can get.

ALEC HOGG: Why did you decide then to leave as recently as September - to say that you were not prepared to continue with this if there's a big job to be done on corporate governance?

IRAJ ABEDIAN: Well, the issue was there weren't enough independents, and bringing independents onto the board would require shareholder consent, the way I would have wanted to bring in. And of course today it was abundantly clear that the shareholders in the community side are completely split in not two factions, three factions. They cannot agree who should be representing them, as well as institutional investors and individual investors in the community in the company are also blocked, and they have different visions. And it was quite clear in the pattern of votes as well as in the discussions in the meeting today.

ALEC HOGG: So for you it's virtually unworkable?

IRAJ ABEDIAN: Absolutely. So the best I could do was to make sure that legally I carry the process to the point of a special AGM, and leave it to the shareholders, make myself unavailable and let them do what they want to do with their investments.

ALEC HOGG: Mike Solomon is with us in the studio as well. He is the chief executive of Wesizwe again, after being booted off only a month ago. These are pretty harsh allegations that Iraj makes, as an independent coming in, the acting chairman - he says it's as bad as it gets in corporate governance.

MIKE SOLOMON: I think the reason that we brought in Iraj and the other independent directors was specifically because we've been having problems with the board for some time now, and we've got a fabulous project, one of the better projects in the industry. And yet, from a  direction sitting where I sat as chief executive, trying to run a company without proper direction is very, very difficult, particularly a listed company. I must also point out that as chief executive I take responsibility for issues around corporate governance. But at the end of the day I can't do it on my own. One has got to have a strong board, and one has got to have a strong executive. And I think that we felt the predicament I find myself in - and I really think that Iraj's own situation is unfortunate in that he didn't want to end up in this situation and he had to deal with it as best he could. But there are very, very serious issues that we have within the company, which are impossible to resolve unless one has got a properly structured board that is working together. And when one has these factions in the board, if one cannot fix it at board level, and if these conflicts are reflected in the executive, it makes it very, very difficult from where I sit. But I still take responsibility and going forward I don't think, as Iraj says, it's an impossible situation to resolve. I think that going forward there unquestionably needs to be restructuring of both the board and the executive.

ALEC HOGG: But today's vote was a surprise for most outsiders. It's almost the greatest comeback since Lazarus.

MIKE SOLOMON: [Laughs] The names Solomon, incidentally, a good Jewish name.

ALEC HOGG: You were dead and buried, as far as the media was concerned, as far as...

MIKE SOLOMON: What can I say? That was a mistake. They should know me better. I've been around for a long time now, and I campaign a bit, and I don't give up easily. This thing has not been about me, and I've said this from the outset. There are much deeper issues facing the company. And as much I have tried to get away from my own return and, as Iraj pointed out today, at one point I said well, find the problem in the company and I'll step down as chief executive and continue working. There has to be continuity in terms of the transactions...

ALEC HOGG: You are still trading under a cautionary.

MIKE SOLOMON: Ja, because the transactions are still in play.

ALEC HOGG: Three opportunities if we go back into the cautionary. That's what was said a couple of months ago. Are they still on the table, despite...

MIKE SOLOMON: I gather so. I haven't been in the office for a couple of days, as you might have noticed.

ALEC HOGG: Were you literally hoofed out of the office?

MIKE SOLOMON: Yes.

ALEC HOGG: You had to take the stuff in a box or change the locks...

MIKE SOLOMON: My secretary sent the box with my stuff.

ALEC HOGG: So you weren't even allowed into your own, and today you went...

MIKE SOLOMON: No, no. I haven't been back in yet. Look, let's not trivialise this. There are serious issues and serious challenges that we need to address, and going back into the situation it is now my task to make sure that we do restructure the board, that we get a  competent board of proper board committees, and that these divisions stop. One is not going to do away with the fact that the same shareholders are there but, with a  strong board and a strong chairman, one can mitigate against the problems that have arisen. And from that point of view, that to my mind is the greatest outcome of today. It's not nice being dragged through the mud to the extent that I have with corporate governance accusations, but we will address them transparently and we will go through due process and procedure to make sue that whoever manages this process going forward is going to be sufficiently strong to keep these factions at bay and to run the company. What we should be doing is for the value of investors and not as a boardroom battleground.

ALEC HOGG: Indeed. As far as investors are concerned, there are two options here. You've got a wonderful project that needs a few billion rand, probably R5bn or R6bn to bring it on line, if you are going to go the independent route. The alternative is of course to do some kind of a deal with one of the major platinum groups. Are those the two options you have?

MIKE SOLOMON: Well, there are in fact four options, and for each of the four options we do have in fact models, ideas, as to how to do them. As far as building the mine is concerned, which has always been my first option, we are stuck between a rock and a hard place with a very low share price, which is highly elusive in terms of raising equity to build the mine in still a fairly unkind and difficult capital market where project finance...

ALEC HOGG: But at least you've got enough - you've got cash in the bank, do you don't need to rush into anything.

MIKE SOLOMON: Well, we can take it carefully.

ALEC HOGG: Have you still got cash in the bank, even though you've been out of office for a month or so?

MIKE SOLOMON: Well, I believe they've slowed down the rate of expenditure, so I should hope so. There is still cash in the bank and we do have options. And I think going forward one can't forget about the past. One has got to deal with the issues that have arisen over this fracas. But I think shareholders have got to accept that we have a great project, and that there are strategic options that are available to us, and that ultimately with a competent management and an independent and competent board we will make proposals to these shareholders and they must ultimately decide which direction we go in. But that does require an awful lot of work that has got to be done.

ALEC HOGG: Mike, I did call it - and it has been - a great comeback. But in cases like this the party that lost, and they only lost 48 to 52% in the numbers of the votes, are certainly not going to lie down.

MIKE SOLOMON: No, absolutely not.

ALEC HOGG: How are you going to reconcile the situation?

MIKE SOLOMON: Again, it's that new blood on the board would be a good start. If there are problematic personalities in the mix, that's got to be dealt with as well. But the company needs restructuring to a point of satisfaction of all the shareholders because, at the end of the day, as you've seen in the close, shareholders have spoken. But it was a close margin and we've got to deal with those, and we have to represent all of the shareholders in this mix.

ALEC HOGG: Just to bring Iraj Abedian back very briefly, Iraj, in your time in the chair there, did you see the good opportunities being offered to you for Wesizwe?

IRAJ ABEDIAN: Ja, absolutely. As I mentioned, I am quite excited by the prospects of the company, and I fully agree with Mike that if there is a competent board one could unlock a whole lot of value. But the company is saddled with structural problems of shareholding and management. Quite frankly, with due respect, there is no management. Day after day ... there is nobody else to counter. Not that it matters, because it's a project, it's not an operation, so you'll need a good board, a good chief executive, and a consistent shareholding support, which is lacking at the moment.

ALEC HOGG: Mike, surely the strategy must be go and find a knockout deal that everybody is going to be excited about, present that to shareholders and everybody can be happy and perhaps walk away?

MIKE SOLOMON: Yes, the knock-out deal has got to go through a process, starting with the strategic option. And again, just to lead on your earlier question, I was talking about building the mine ourselves, which is difficult right now, but still will produce the greatest value. Looking for a strategic partnership is a lot easier, to get a strategic partner that is going to provide access to capital markets, to lend balance sheets to the project, and then to give the company the institutional capacity that Iraj says it lacks. But that can be a local strategic partner or foreign strategic partner, and the two business models are entirely different.

ALEC HOGG: But you've got options there... When are you likely to be able to tell shareholders the next instalment?

MIKE SOLOMON: Well, I think we've got to clean up the blood on the floors today, and once we've cleaned that up, when I come back after a bit of rest over Christmas, I'll be able to come back and give shareholders a bit of an idea of what these options are and how we are dealing with them.

ALEC HOGG: Mike Solomon, the reinstated chief executive of Wesizwe Platinum. You also heard from Iraj Abedian, who has today stepped down as the acting chairman, and our own editor-at-large, David Carte.

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