The BCL estate curse

The winding up of the BCL Group of Companies has entered its tenth year, with employees, creditors and liquidators still bearing the strain of a process marked by delays and mismanagement.The BCL Group of Companies comprises of BCL, BCL Investments (Proprietary) Limited (in liquidation) ("BCLI"), Tati Nickel Mining Company (Proprietary) Limited (in liquidation) ('Tati") and Botswana Metal Refinery (Proprietary) Limited (in liquidation) (BMR) (BCL, BCLI, Tati and BMR collectively the BCL Group) including progress in respect of the Liquidator's surrender of the BCL Mining Licence 4/72 in terms of Section 77 and 78 of the Mines and Minerals Act.According to a Report to the Creditors by the Liquidator, Sivalutchmee Moodliar of Sanek Trust Recovery Services (Pty) Ltd (South Africa), the transactions in respect of the Selebi APA and the Selkirk APA respectively have reached financial close, and that portion of the BCL Assets which comprises the Selebi Mines is now in the ownership of PNRB.Similarly, that portion of the Tati Assets which comprise the Selkirk Mine is now in the ownership of an affiliate of PNRB.In April 2022, the late Trevor Glaum on behalf of BCL and together with Moodliar on behalf of Tati, commenced a sale process to seek offers to dispose of the BCL Remaining Assets and Tati Remaining Assets ("the 2022 Sale Process") and on the usual basis of the issuance of limited information memorandums in respect of the assets offered for sale in both the local and international press.The Report dated 16th March 2026 reveals that in terms of the 2022 Sale Process, 43 entities expressed interest in the BCL Remaining Assets and 24 entities expressed interest in the Tati Remaining Assets.In terms of the timeline provided, BCL requested participants to submit indicative offers for the BCL Remaining Assets and Tati Remaining Assets on or before 30 November 2022.Again, no financially and technically viable offer was received to acquire the BCL Remaining Assets and Tati Remaining Assets as a single transaction.The failure, once again, to find a viable purchaser to acquire the assets in their entirety left the liquidator with no choice but to seek to dispose of the BCL Remaining Assets and Tati Remaining Assets on a piecemeal basis.Records show that under the piecemeal approach, the BCL Hospital has been sold to a citizen investor group for a purchase consideration of P30.9 million. The BCL Laboratory Complex has been sold to the Botswana Geological Institute for a purchase consideration of P9.3 million.The Slag Dump, Tailings Storage Facility, the Smelter Complex, Concentrator Plant Complex, the Bulk Air Separation Plant, 3Shaft Compressor Houses, Rail Bin Complex, Refrigeration Plant, 3 Ice Plants as well as various associated infrastructure were sold to Sherashiya Proprietary Limited for a purchase consideration of P200 million.The BCL Magazine has been sold to Eneax Limited (a listed South African entity) for a purchase consideration of P2.5 milliom. The Waste Rock Dump has been sold to Droneco Proprietary Limited, a citizen entity, for a purchase consideration of P250 thousand.The Engineering Workshop Property was sold to a citizen company, GEAR Mining Proprietary Limited, for a purchase consideration of P4 million.The Earthmoving Workshop was sold to M2M Limited for a purchase consideration of P3 million. The 3 Shaft Rock Dump was sold to Unit of Time Proprietary Limited for a purchase consideration ofP250 thousand. The Concentrator Cooling Ponds, including the fuel Depot bulk storage facilities, were sold to M2M Limited for a purchase consideration of P6 million.The challenges faced in disposing of the Group Assets included the very poor quality of the information and its accuracy inherited by the liquidator.Most fatal to the sale process was that the data in respect of the mineral reserves of the BCL mine were not available in a form to enable a potential purchaser to value the Group Assets. In addition, the BCL mine was subjected to extensive rehabilitation liabilities.The Report indicates that immediately following the placing of BCL Group into provisional liquidation, the then Minister of Minerals and Energy attempted to foster a transaction between a certain entity and the then liquidator Dixon-Waren, but negotiations collapsed, as the company seemed not to possess the financial and technical know-how to effect acquisition.According to the liquidator, the sale of the Remaining BCL Assets on a piecemeal basis dictated that the vast BCL Mine Site (13 000ha), which was held by BCL in a single tribal lease, needed to be subdivided to provide for the individual parcels.The application for the subdivision was lodged with the Mmadinare Land Board on 20th March 2024 and has taken 18 months before the Land Board approved the subdivision of the main BCL lease.She stated that the consequences of the delays by both the Land Board and the Department of Surveys and Mapping have resulted in significant loss to BCL as several transactions were not able to reach financial close expeditiously.“The majority of the above transactions have not yet reached financial close as the bureaucratic delays dictate that the sub-lease areas cannot be registered.In addition, certain regulatory approvals are outstanding, including BURS clearances required for the registration process.Once the final regulatory approvals have been received, the balance of the transactions will be lodged with the Deeds Registry for registration,” Moodliar said.The current liquidator says she gave notice of her intention to terminate the entirety of BCL's Mining Licence on 30 September 2025. At that juncture, the expected date of surrender was 1 November 2025.That date was overtaken by events, and BCL thereafter informed the Ministry, by letter dated 4 March, that the Licence would be surrendered with effect from 1 April 2026 once agreed safe closure works and certain rehabilitation works had been completed.“Again, that date was overtaken by events and the date of actual surrender remains uncertain pending the completion of the capping of the six shafts.BCL has no further use for the mining licence once these works have been completed to the reasonable satisfaction of the Regulator and will request the formal surrender at that time,” Moodliar said.According to the report, the primary reason for the failure of the BCL estate appears to be chronic mismanagement bordering on negligence together with the simple fact that for many years BCL management spent much more than they earned in revenues."The liquidator shall, of course, seek the views of the general body of creditors in this regard and will require to be placed in funds to effect such interrogation.The BCL estate has no monies to carry out the interrogation as the agreement in respect of the GRB Loan was to utilise such funds on post-liquidation matters and not to carry out investigations,” the Liquidator’s Report reads.In respect of BCL, there appears to be no prospect of a dividend being paid to the preferent and concurrent creditors at this stage due to the substantial post-liquidation loan in excess of P1.5 billion owed to the Government of Botswana.Given the delays by the government to finalise the purchase of the BCL houses, several houses had become vacant and consequently vandalised.The BCL Housing Units were to be first offered to former and current employees of BCL. Only 18 houses were sold to the employees, as the majority could not access the funding to buy the houses.According to the liquidator, there were two public auctions that were advertised and took place on the 5th October 2024 and 9th November 2024.Three hundred and eighty-three (383) houses and vacant plots have been sold for a purchase price of over P155 million. Approximately 56 purchasers are in breach of the terms of the saleagreement, and such sales have been cancelled.“That stated, politicians have contacted the liquidator and requested that she reconsider the termination of these agreements and provide an indulgence to the purchasers in breach to pay the balance of the purchase price in instalments. This request, of course, will simply lead to further delay in the winding up process,” the Liquidator said.In the Reports of the erstwhile liquidator, Nigel Dixon-Warren dated 5 October 2017 and 28 June 2018, he advised creditors that the estate of BCL does not lend itself to ease of winding up not only because its assets and affairs are highly complex and the information available is poor, but also because the main asset, being the mining licence and Mineral Resources, has obligations associatedwith it that the liquidator must necessarily deal with before the estate can be finally wound up.He warned, among others, that: it is impossible to meaningfully advise how long the estate will take to wind up, but it is unlikely to take less than five (5) years regardless of whether the decision is taken to close the mine or not.The expectation is that it may take even longer; the winding up of BCL will take time, given the size of the estate and the legal issues to be resolved; that no quick fix to winding up BCL or immediate or cheap solution exists, as the problems which were created over six (6) decades of the mining business of BCL before its winding up are myriad, highly technical and regulated.According to a Technical Report before the placing of BCL into liquidation, there had been a lack of adequate repairs and maintenance being undertaken, and most physical equipment appeared to be in poor condition.According to the Reports of the former liquidators, the cost of the care and maintenance operations before liquidation was approximately P40 million per month.The BCL Mine consisted of four underground mining areas, namely: Phikwe South and Phikwe Central, via No. 3 Vertical Shaft. South-East Extension, accessed through No.3 Shaft and then via two sub-level inclined shaft complexes.Selebi Mine via No. 2 Shaft vertical shaft and sub-level inclined shaft, located 15km to the south of the Phikwe complex. Selebi North No.4 Vertical Shaft is located 4km to the south of the Phikwe complex.

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The BCL estate curse