In a landmark empowerment ruling, the high court has handed down a blistering judgment which found that six White businessmen constructed a secret deal to buy The Campus in Bryanston for R1.4bn, pretending Black women were buying it.
Judge Denise Fisher ruled that the executives “deliberately subverted” empowerment laws, putting together “an illegal scheme designed to appropriate for themselves a secret financial benefit which placed them in conflict with their boards”.
These well-known executives include Jeremy Ord and Bruce Watson, co-founders of technology firm Dimension Data, which was sold to Japanese firm NTT for R24bn in 2010. The others are former Didata CEO Jason Goodall, who later took the reins at NTT, former Middle East and Africa CEO Grant Bodley, former head of strategy Saki Missaikos, and Steven Nathan, Didata’s former head of corporate finance.
Significantly, the case was brought against them by their former employer, NTT, which said it only discovered their secret involvement two years after The Campus was sold.
In the end, Fisher ruled on Monday that the Campus deal was “void and invalid”, and the property must now be handed back to the Japanese company.
This ruling, which one lawyer described to Currency as “excoriating”, will have serious ramifications both in the corporate sector, where other deals will likely now be examined for similar fronting practices, but also among regulators, who should have been on top of a case like this.
In her judgment, Fisher described this as a “uniquely South African story” involving one of the country’s most well-known technology companies. “It puts at centre stage the functionality of the Black economic empowerment legislation and system, which is crucial to the economic transformation of South Africa,” she said.
Fisher said the deal to sell the Campus was “brazen and dishonest”, and it was of “grave concern that these White captains of industry have subverted the empowerment legislation for their own benefit”.
She said: “If this kind of flouting of foundational and universal commercial values remains unchecked and unpunished, this would represent a travesty of South Africa’s commitment nationally and internationally to the upholding of the values of honesty and integrity which are so intrinsic to proper commercial relationships.”

‘A sustainable South Africa’
The deal dates back to 2019, when NTT was debating whether to sell Didata back to its management, including Ord. Instead, it opted to do an empowerment deal first to boost the company’s value.
The best option, NTT decided, was to sell its flagship property, The Campus, a sprawling 75,000m2 block of offices, surrounding a cricket pitch, in the sought-after Bryanston area. NTT tasked a committee with finding investors and structuring the deal.
Nathan, who was central to this, put together the plan to sell The Campus to a “consortium” of Black women. When it was announced in December 2019, Bodley, then CEO, lauded this deal as struck in the “pursuit of a sustainable South Africa”. It helped vault Didata’s empowerment rating two levels to level 2, one from the highest.
In reality, The Campus would end up being owned by a sub-fund under the Identity Property Fund, which was started by businesswoman Sonya De Bruyn, and its only investors were those six businessmen. While the six of them put in R65m, NTT vendor funded most of the rest of the R1.4bn deal.
Critically, none of those White executives told NTT or even De Bruyn about their involvement in the fund buying The Campus from the outset – which Fisher said was a clear conflict of interest, as they worked for the seller, and the buyer.
De Bruyn tells Currency that the identity of those Didata executives was “kept secret” from Identity Fund Managers as a result of complex financial structures designed to obscure the true beneficiaries, despite its due diligence. But she says she is relieved that a court has “vindicated our position that we were misled and taken advantage of” in this deal.
“This well-considered judgment tells what the judge rightly terms a sad cautionary tale of the abuse of a credible women-led BEE structure to the undisclosed benefit of a few White privileged or powerful men – anathema to the spirit and intention of transforming our economy,” she says.
But in their heads of argument, Ord and the other executives argued that this case was “opportunistically brought after [NTT] had already enjoyed the enormous benefits of its improved BEE status for approximately three years”.
In the end, they argued in court, NTT’s empowerment objective was achieved, as this fund was deemed “Black-owned” since it was managed by De Bruyn’s Identity Partners, which was indeed Black owned and controlled.
The proposal, they argued, did not require that the new fund itself “would be owned 51% by Black people, but rather entailed that the fund would be managed by a fund manager that was, among other requirements, 51% owned by Black people”.
This is why, they say, NTT was “unconcerned about the identity” of the people investing in the fund – being those six executives – since this had “no bearing on the broad-based BEE rating”.
Fisher rejected this argument, relying on a series of emails between the six executives, whom she dubbed the “protagonists”. These emails, she said, laid bare their true intention to secretly buy the Campus for themselves under the ruse of it being an empowerment deal.
In what she termed a “defining piece of correspondence in this case”, Fisher referred to an email sent by Nathan to the inner circle after he had met with Standard Bank about structuring the deal, in which he said: “I think we can do well with this, and buy the whole thing.”
An ‘unrivalled BEE deal’
Nathan, a chartered accountant and dealmaker, was central to constructing the deal for Ord and his insiders.
Fisher said the Japanese, to whom the concept of empowerment was foreign, relied “heavily on the advice of Nathan in relation to the best structure of the transaction”.
Yet while Nathan, who ultimately got a “success fee” of R18m, was supposedly acting for the seller NTT, in truth he was acting for the executives, who were the real buyers, she said.
While the deal was being thrashed out, some of Didata’s staff questioned why the “Black women’s group” would be getting a steal, buying The Campus for R1.4bn when it had been valued at R1.6bn in the company’s books.
But Nathan told one of them in an email: “There is no significant discount,” later warning that the buyers “are being stretched here”.
Fisher said that Nathan was “playing a double game and keeping the identity of the investors secret”.
When genuine BEE companies expressed an interest in buying The Campus, like Patrice Motsepe’s African Rainbow Capital Real Estate, Nathan told them there was “already a deal concluded”. When another potential offer emerged from education group AdvTech, Nathan said it was too late to change course, as “we have put thousands of hours here to get a full BEE women’s fund to buy The Campus”, adding that “we need to get the best BEE deal here”.
Throughout, Nathan was instrumental in quelling concerns from others at Didata about the deal, saying it was “unrivalled in this country from a BEE perspective”.
Others inside Didata were sceptical. When one executive asked: “I’m trying to work out who actually will be the economic beneficiaries of this deal,” Nathan said the beneficiaries would be “as widespread as one can get”.
This, Fisher’s judgment said, was simply untrue.
‘Simply preposterous’
Fisher was particularly scathing of how neither Ord nor any of the “secret investors” told NTT about their involvement in the fund, even though section 75 of the Companies Act says if a director has “a personal financial interest” in a matter, he must disclose this, and not be part of considering it.
But Ord and his former colleagues argued that there was no conflict of interest since “none of them then knew that they would invest” at the point where NTT approved the deal.
The Japanese, however, described this explanation as “far-fetched and palpably implausible”, and Fisher agreed, saying the idea that these executives only participated after the deal was approved was “simply preposterous”, given the emails that emerged.
The executives countered that there were innocent explanations for those emails, just as they disputed pretty much every claim made by NTT, including any suggestion of fraud, or that The Campus was sold for below market value. This is why, they argued, this case should have been decided in a trial with oral evidence, rather than on the papers.
The lawyers for those executives told Currency on Tuesday that they intend to apply for leave to appeal and are “confident of their prospects”. They said lodging this appeal suspends the judgment and the court order.
In an emailed response to questions, NTT said the ruling “serves as the basis” for a separate case to have the executives declared delinquent directors. Its BEE status is unaffected, it said, as this was obtained “independently from and subsequently to” the deal.
Until this judgment is comprehensively overturned, it stands as a landmark ruling in a country that has witnessed its fair share of Black empowerment fronting and shady dealings from the C-suite. As Fisher said, the Didata case remains a “cautionary tale for those who apply and regulate the BEE infrastructure, which is so vital to the development of our constitutional democracy”.
This story has been updated to add a comment from NTT.
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