Shareholders holding 76% of Africa Bitcoin Corporation (ABC), including its former CEO, are demanding new board appointments following regulatory sanctions that saw three executives debarred for 20 years and fined a combined R9 million.
This follows the resignation, two weeks ago, of ABC co-founder Warren Wheatley as CEO, weeks after he was slapped with a R5 million fine and 20-year debarment over share trades he says involved just 50 shares worth R301.
Now, WGW Capital and other shareholders, collectively holding approximately 76% of its issued ordinary shares, have demanded a shareholders’ meeting to vote on the appointment of two new non-executive directors.
WGW Capital is owned by a family trust whose beneficiaries include former CEO Warren Wheatley and his immediate family.
On 18 August, ABC disclosed that former CEO Warren Wheatley and related parties, including WGW Capital, Tatum Keshwar Investments and director Kayle Wheatley, had increased their combined shareholding in the company from 45.60% to 50.35%.
The other shareholders were not disclosed, although ABC’s 2026 annual report states that other major shareholders as at February included Dorsia Holdings (7.03%), RB Hersov (6.16%) and Creation Mezzanine Fund En Commandite (5.07%).
Not on board
The board acknowledged the demand was legally valid but said it did not support the proposed appointments, citing concerns about governance and regulatory integrity given the exceptional circumstances facing the group. The board said its position was not a comment on the experience or capability of the unnamed candidates.
ABC said it would convene the meeting in accordance with applicable legal and regulatory requirements. The identities of the proposed directors, further information on the board’s position and the meeting date will be announced in due course.
Wheatley was placed on precautionary suspension at the end of August, with well-known tech personality Stafford Masie stepping into the CEO role after the Financial Sector Conduct Authority (FSCA) sanctioned Wheatley and two other executives over alleged manipulation of Altvest shares.
The company told shareholders about the sanctions on 1 September, although ABC did not have specifics of the enforcement orders.
Back to 2022
South Africa’s financial sector watchdog alleges Wheatley, alongside CIO Akshay Karan and Wheatley’s wife and co-founder, Tatum Keshwar-Wheatley, who headed the company’s media and investor relations function, were complicit in manipulating share prices.
The FSCA explains that the three worked together to artificially inflate Altvest’s share price and create a misleading impression of demand and trading activity while the company was listed on the Cape Town Stock Exchange.
The FSCA says this happened at a time when they held these positions at Altvest Capital, which was renamed Africa Bitcoin Corporation last September.
Altvest listed on the Cape Town Stock Exchange in May 2022, where it remained until October 2024, when it moved to the JSE’s AltX. The alleged share manipulation took place in September 2022, just four months after its initial listing, the FSCA says.
At the time the alleged share manipulation took place, WGW held a 34% shareholding in Altvest, with Wheatley, in his capacity as a director of WGW Capital, executing trades through the company’s share trading account.
Tatum Keshwar Investments held a 17% shareholding in Altvest, with Keshwar-Wheatley executing trades through the company’s share trading account, the FSCA says.
Banned for 20 years
The FSCA banned Wheatley from providing, or being involved in providing, financial products or financial services, acting as a key person of financial institutions, or providing services to financial institutions for 20 years – effectively shutting him out of regulated financial services for two decades.
The FSCA also sanctioned and barred Keshwar-Wheatley, who was fined R3 million, and Karan was hit with a R1 million fine.
ABC said at the beginning of September that the FSCA decisions had immediate implications for the company, resulting in it taking precautionary measures that led to the changes to its board.
It clarified that the FSCA orders were not issued against any entity within the group, while also noting the executives intended to fight the FSCA’s sanction.
“The interim leadership arrangements and restrictions… form part of the board’s immediate response to protect the group’s regulatory position and preserve governance and operational continuity,” ABC said.
Exit stage left
“Stepping away from the company is deeply difficult. I, with many others, built this company from the ground up,” says Wheatley.
ABC says Masie will continue to serve as interim CEO, while the board continues to seek a permanent CEO.
The former CEO says the team built the company “through a pandemic, using our own capital and countless hours. Our team believed in its purpose long before success was assured. That same commitment is why the company’s best interests must come before my interests.”
Wheatley has said his resignation is “voluntary and without any admission of wrongdoing, and without giving up my rights before the Financial Services Tribunal”. He says he will “pursue those applications and answer every question put to me”.
ABC says in a Stock Exchange News Service announcement that “the board will continue to act independently and in the best interests of the company and all of its stakeholders”.
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