A decade on, Moseneke legal saga continues

Retired deputy chief justice Dikgang Moseneke's family-owned property company, Encha Properties Pty Limited (Encha Properties KWT), could be forced to pay more than R50 million to buy out Firstmile Properties' minority equity stake.

This is if the Gauteng High Court accepts independent referees' expert calculations in a shareholding dispute that has dragged on for almost two decades.

The disagreement between Encha and Firstmile started after businessman Robin Vela pulled out of the pact because of non-payment of either dividends or interest on his 10% equity stake.

Vela says he has also not been paid for sales of bulk land, extraction of fees by Encha Properties and the raising of loans in Encha KWT since 2009.

According to court papers, Vela was never paid anything for his efforts in Encha Properties, Encha KWT and Encha Bloemfontein (Pty) Limited, a move that triggered the fallout and judgments in Firstmile's favour that date from 2016.

Since the Gauteng High Court ordered Encha to pay Firstmile for its 10% equity, Vela says the Moseneke family business has adopted a sluggish approach in carrying out the court order and did not co-operate with valuation information requirements, all this in an effort to ensure the dispute remains unresolved.

This led to Vela filing contempt of court charges against Encha and Moseneke family members, accusing them of frustrating the valuation and purchase of his minority shareholding.

Encha also failed to pay the legal costs awarded to Firstmile.

In response, Vela obtained a warrant of execution on 22 June, 2026.

The Sheriff attached the company's office assets on 29 June, before Encha paid R1 244 607.26 in taxed legal costs, interest and the Sheriff's fees to secure the release of its property on 6 July.

An urgent application by Encha to stop the Sheriff from releasing the money to Firstmile before the valuation process was completed was struck off the roll, with Judge Frances MM Reid awarding costs to Firstmile on 8 July.

Firstmile is now pursuing claims of more than R50m for its shareholding and other costs since the two parted ways close to 17 years ago.

From the time the Gauteng High Court ordered the buyout in November 2016, three expert reports have been produced on the value of Firstmile Properties' 10% stake as Vela pushes to have his claim settled.

The first comprehensive attempt to determine the value of the disputed shareholding came after the court appointed independent referee Professor Brandon Topham in 2023 to oversee the valuation process.

Before Topham's appointment, Firstmile appointed independent forensic chartered accountant Jan Hendrik Adendorff.His financial analysis laid the foundation for what Firstmile says is the true value of its investment.

Adendorff's conclusions, contained in a detailed representation dated 26 June 2025, paint the bleakest financial picture for Encha.He said the information made available to him was sufficient to determine the value of the company despite what he described as outstanding information that Encha needed to provide.

"The information available to date is sufficient to calculate and arrive at fairly accurate results (values)," Adendorff wrote in his representation.Using the Net Asset Value (NAV) method, Adendorff valued Encha's net assets at R153.8m, placing Firstmile's 10% shareholding at R15.38m.

Applying an Adjusted NAV (Equity) method, which reversed what he regarded as questionable accounting entries, excessive management fees, finance costs and other adjustments, Adendorff increased Encha's adjusted equity to R196.2m, valuing Firstmile's minority stake at R19.6m.

He concluded that Firstmile had also been denied dividends over many years and calculated unpaid dividends from 2010 to 2024 at between R11.1m and R24.2m.

Combining the value of the shares with the unpaid dividends, he estimated that Encha's liability ranged between R26.5m and R43.8m, excluding interest.The figures, Firstmile argues, represent only part of the financial exposure.

Nearly a decade has passed since the high court ordered the buyout, the shares have yet to be purchased and interest continues to accrue.

Taken together with the continuing delay in implementing the court order and other relief sought in the litigation, Firstmile says Encha's eventual liability could exceed R50m.

Adendorff's financial analysis was followed by an independent valuation by international property consultants Knight Frank, commissioned by Topham to determine the market value of Encha's three commercial properties rather than the value of the minority shareholding.

Issued on 19 December 2025 but based on a valuation date of 31 August 2023, the report valued Stellenbosch Park at R82.3m, the SAPS/Cashbuild property at R22.9m and Bundy Park at R62.2m, placing the combined value of Encha's property portfolio at R167.4m.

Knight Frank stressed that it had not been instructed to value Firstmile's shares.

Instead, it valued only the underlying commercial properties.

Based purely on the property portfolio, the report implied assets underpinning a 10% interest worth about R16.74m before allowing for company liabilities, taxation and other adjustments.

The report acknowledged that delays in finalising the valuation resulted from changes to the agreed valuation date and the late submission of information required to complete the exercise.

"We apologise for the delay in delivering our report.The compilation has however been frustrated by several factors," Knight Frank said in its valuation report.

Adendorff subsequently expanded on his earlier findings in a supporting affidavit, arguing that a proper valuation of Firstmile's investment required more than valuing the underlying properties.

"The valuation of the KWT shares entails the valuation of the underlying assets, including the investment property and liabilities," he stated in his supporting affidavit.

He said management fees, finance costs, legal expenses and related-party transactions had artificially reduced the value of Firstmile's investment.

"Each of these suspicious and questionable expenses... directly impact on the first applicant's equity interest, as it diminishes the annual profit and investor value (equity)," Adendorff added.

The valuation battle entered a new phase on 5 June 2026 when Topham issued his Independent Referee Valuation Report, reaching a substantially lower valuation of Firstmile's shareholding than that proposed by Adendorff.

Topham said the value of Encha's 100% equity would be R58.3m, as opposed to other reports that placed it at more than R160m.

"Based on the foregoing in my professional assessment and opinion the fair value of a 10% shareholding in the company on the valuation date was R5 839 450," his report read.

The Topham property valuation curiously matches the Encha KWT claimed sale to an unidentified third party of the three Encha KWT properties, valued by Knight Frank at R167.4m, for a mere R60m.

When notified of the proposed sale, Firstmile offered R62m, which Encha KWT declined.

Ten days later, on 15 June 2026, Firstmile's lawyer, Boitumelo Monyatsi, launched a detailed attack on the referee's conclusions, arguing that the report misapplied valuation principles, ignored material financial information and understated the value of the minority shareholding.

Monyatsi accused Topham of departing from his court-appointed mandate.

"Your mandate was to determine the fair value of Firstmile's shareholding on the basis of the evidence before you," Monyatsi said."Instead, you have substituted your own assumptions for the expert evidence and, in doing so, materially undervalued Firstmile's interest."

She added: "The report disregards material financial evidence and fails to engage with the calculations and adjustments made by Mr Adendorff, resulting in a valuation that cannot be reconciled with the underlying financial information."

The objections have become the latest chapter in a dispute that has produced four competing expert assessments of the same investment.

The valuation dispute is the latest twist in the corporate battle that began after Firstmile exited Encha KWT, the company that owns three commercial properties in Qonce, formerly King William's Town.

When negotiations failed, in 2016, the Gauteng High Court ordered Encha to value and buy out Firstmile's 10% shareholding.

This was followed by another judgment against Encha in 2020 and another one in 2023.

The judgments were not honoured, compelling Vela to place contempt of court charges on the Moseneke family members and business.

Firstmile alleges that Encha and members of the Moseneke family have repeatedly frustrated implementation of the order by failing to provide information required to complete the valuation process, a claim also made by valuers Adendorff and Knight Frank.

"The lack of relevant information impacts on my ability to perform a complete valuation using available methodologies in the industry," Adendorff said in his supporting affidavit.

Asked to comment about the possible R50m claim, Sedise Moseneke of the Encha Group directors said: "I have nothing to say.You have already written your story.

"You didn't call me last week when you wrote your story.I don't agree with the claim but I have nothing to say about that."