Look through the intrigue that has enveloped the country’s largest pension fund over the past few weeks, and you’ll find one 300ha juggernaut squatting in the middle of the drama: Lanseria International Airport.
This airport, north of Joburg, was built in 1974, and was the first to welcome Nelson Mandela back to the city after his release from Victor Verster prison in 1990. Great things were predicted for Lanseria, but its time in the sun never arrived. Passenger numbers inched up to 2.4-million a year, then stagnated.
Now, it seems destined for infamy. It is the Public Investment Corporation (PIC) investment in Lanseria, after all, that led to the suspension of CEO Patrick Dlamini on July 13, after whistleblowers sent a blistering 26-page report to the PIC’s board.
This, in turn, led to an almighty bust-up between finance minister Enoch Godongwana (who supported Dlamini) and his deputy David Masondo, who chaired the PIC board that suspended him. The result was ugly: Masondo and the board quit two weeks ago, leaving the PIC rudderless, with a raft of acting appointees.
Dlamini went to the high court on July 28 to have his suspension declared “unlawful”. On Tuesday, judge Mandla Mbongwe agreed, and set aside his suspension.
Mbongwe said suspending the institution’s CEO required approval from Godongwana, which didn’t happen. “The board acted unilaterally, without ministerial approval, and in disregard of its own policies,” he said. “The board’s reliance on whistleblower principles cannot cure its lack of authority.”
Masondo, however, points out that since the board was dissolved, the board was not able to properly present its case.
“By the time the precautionary suspension of the CEO was heard in court, the board had already resigned. As a result, the court ruled on the basis of only one version of events,” he told the FM.
After the judgment, Dlamini told the FM he will wait until after the PIC’s board meeting on Thursday for guidance on when he will return to the office. “You know, the calls I got from people — even PIC employees — saying: ‘We are praying for you. We believe in you.’ That meant a lot,” he said.
But the court ruling hasn’t dealt with the migraine that is Lanseria. So what is it about the airport that caused such a fuss? And who are these mysterious whistleblowers?
In his application to overturn his suspension, Dlamini says these whistleblowers are not employees of the PIC, but troublemakers pursuing an agenda for one of the former investors in Lanseria.
In his 55-page affidavit, he says he was suspended based on “nothing more than speculation and the say-so of an unidentified and unidentifiable [group]”.
The board should have applied “heightened scrutiny” to accusations that he had “bypassed” the board, “intervened in investment decisions” and invoked “political protection”, presumably from Godongwana.
Dlamini says none of this was true. “The board has treated unverified allegations from anonymous sources as though they were established facts.”
The whistleblowers, however, tell the FM they are a group currently employed by the PIC.
“Most of us are longstanding employees who have seen the worst of the PIC under dark clouds and are seeing similar patterns emerge,” they say. “Dlamini may be rationalising his attempts to centralise decisionmaking and his powers in the PIC under a ‘good-guy vs bad guy’ narrative but that is entirely too simplistic.”
The whistleblowers argue they want “depoliticised investment decision-making”, but instead saw a situation where Godongwana involved himself in the standoff with the board. “We were so hopeful when Dlamini was appointed, only to once again have to relive the same patterns that nearly collapsed the PIC more than a decade ago,” they say.
Dlamini accuses these whistleblowers of being nothing but the alter ego of Acapulco, the company that ended up in a bitter legal dispute with the PIC over the airport.
Their complaint, he says, bears a “striking and material resemblance” to Acapulco’s letters to the PIC board, as they are clearly upset by the “scrutiny to which the transaction has been subjected”.
Ignoring red flags
So what is it about this deal that has everyone so riled up?
The story began in 2013, when the PIC lent R333.2m to Acapulco to buy 25% of Lanseria. The other 75% of the shares were split between the PIC and a company called Harith, run by businessman Tshepo Mahloele.
Acapulco, however, never repaid this loan — Covid didn’t help, nor did the failure of airlines Comair and Mango — so it defaulted, and the PIC took over the shares. Acapulco, however, demanded to be paid out for its “sweat equity” as a shareholder. After a long and bitter arbitration, the PIC was ordered to pay R411m.
This is where the rubber hits the road. Dlamini, angered by the size of the payment which, after all, comes out of the pensioners’ money, commissioned auditors from PwC to find out “whether we dropped the ball”.
PwC investigated, and issued a 141-page report that was clear: the PIC very much did drop the ball. The asset manager sharply overpaid Acapulco based on a R4.1bn valuation of Lanseria, provided by a company called Crowe.
This should have raised red flags, since it was nearly four times higher than any of the 10 other values over the preceding years from companies including RisCura, EY, PSG and KPMG.
The problems didn’t end there. As PwC said: “Crowe was introduced to the PIC by Acapulco and, unlike the discussions held [with other valuers], we did not identify the same level of due diligence of Crowe’s suitability to perform the valuation.”
There were other “missteps” by the PIC too, including failing to call Crowe to give evidence about the value at the arbitration hearing, and agreeing to an expedited hearing that “reduced the time available for procedural steps”.
In other words, the PIC’s bungling led to the R411m payment to Acapulco. Quite why this happened — did some within the PIC intentionally put up the white flag too early? — is now the subject of an investigation by the Special Investigating Unit (SIU).
Masondo points out that he referred the PwC report to the SIU, after he got a legal opinion saying this should be done. “[Dlamini] had received [a] legal opinion on 7 May [saying this should be referred] but did not act on it. When I received [that opinion] on 20 June, I acted on it immediately,” he told the FM.
As it is, Masondo says Dlamini had written to the PIC’s main client, the Government Employees Pension Fund (GEPF) in October last year, agreeing that “the Acapulco settlement was above board”. It was only after the board got further legal advice that it took it further.
Conflicts of interest
Kagiso Matjila, who runs Acapulco, is furious at the suggestion that the settlement was “improper”, and has lambasted Dlamini for commissioning PwC.
“The valuation in question was produced by jointly appointed independent experts, tested in arbitration, upheld and paid,” he tells the FM. “What we are seeing is a restatement of the losing arguments, litigated through the press.”
Matjila says Dlamini ought to have recused himself from this case anyway, since he had been a director of Lanseria for more than 10 years.
The whistleblowers have echoed much of his argument. In their complaint about Dlamini, they argue he had no “board authority” for commissioning PwC. (Dlamini says this is nonsense, because he was authorised to do so at a board meeting.)
In a letter to parliament, the whistleblowers claim Dlamini bent over backwards to help Mahloele who, they say, has already made an offer to buy the PIC’s stake in Lanseria. A low value for Lanseria, such as that implied by PwC, would justify selling Lanseria to Harith for a steal.
“The available facts support the inference that the object of the present sequence of events is the acquisition by Harith of the PIC’s Lanseria shares at a favourable price,” they say.
This would allow Harith, which recently bought FlySafair, to implement a hub model as it would then own “the country’s largest domestic airline and its only privately owned international airport”.
Masondo, as the chair of the PIC board, had taken the view that the PIC wouldn’t sell, they say. But with Masondo now gone, they imply it would be easier for Harith to get its way.
Much hinges on this humdinger of a conspiracy — but Dlamini describes it as ludicrous that he would be helping Mahloele get Lanseria on the cheap.
“This is nonsensical — there are valuation systems in place, even when an asset is up for sale,” Dlamini tells the FM. “I don’t know where he learned his finance, to think that actual things could be done in that manner.”
Harith CEO Sipho Makhubela agrees, telling the FM that the theory that the Lanseria arrangement was engineered does not withstand scrutiny.
“The timeline does not support any suggestion that Patrick Dlamini was placed at the PIC to effect this purported outcome. Dlamini only joined the PIC in July 2025, by which point the PIC had already exercised its option to take up the shares. In other words, Dlamini was not at the PIC when the security was enforced,” he said.
In this case, Makhubela says, the central dispute is between the PIC and Acapulco, not with Harith. “Harith had no knowledge of, or involvement in, his recruitment to the PIC,” he said.
As for the idea that Dlamini didn’t accept Crowe’s valuation, so that he could artificially push down the value of Lanseria, Makhubela says independent valuers like KPMG provided much lower values for Lanseria than Crowe.
"Harith’s valuation for Lanseria was done through KPMG Corporate Finance,” he said. "Even at the height of the airport’s pre-Covid performance, Harith’s independent valuations were never at the levels Crowe subsequently attributed to Lanseria.”
Stability needed
Dlamini will soon be back in office, but these questions over the Lanseria deal will linger. And the new PIC board, appointed by Godongwana last week to oversee R3.6-trillion in the pension savings of 1.8-million South Africans, will have to navigate this treacherous minefield.
The new chair is Seiso Mohai, the deputy minister in the presidency, and there are eight other new directors, many with business experience.
They include former trustee Lebogang Mokgabudi, veteran economist Vivien McMenamin, National Treasury’s Moipone Ramoipone, accountant Itani Mafune, banker Swazi Tshabalala, corporate governance specialist Pinkie Nqeto and lawyer Ouma Rasethaba.
Godongwana will also soon appoint three other directors to represent labour. Sources tell the FM that the unions have nominated Mugwena Maluleke, Matimba Justice Shiburi, Lindiwe Motshwane, Fikile “Slovo” Majola, Reuben Maleka and Jeno Singh.
This will provide a notional sense of stability, but it’ll be a while before this quells the jitters at its Menlyn Maine nerve centre.
* This story was updated to include comment from David Masondo and Harith CEO Sipho Makhubela