ABOUT US
Who we are

CCP 12J Fund Limited (“CCP 12J”) is a public company that is a registered Venture Capital Company (VCC-0097). It is also registered with the Financial Services Board (FSP No: 48868). CCP 12J is managed by CCP Managers 12J (Pty) Ltd. The CCP 12J Fund aims to invest in lower risk, secondary and ancillary mining projects, alongside existing operating mining companies and on existing mine sites. 

The Opportunity
  • Write off 100% of your investment in the CCP 12J Fund against your taxable income.

  • Invest alongside industry experts: DRA, strategic technical partner to CCP 12J as well as a principal investor in the Fund (committed capital into the fund of R150 million), is a leading African mining engineering firm; and the Mary Oppenheimer family interests’ private equity activities (Stockdale Street) are co-founders of the CCP 12J Fund.
  • Invest in a fund that will focus on capital preservation, with a conservative investment mandate targeting attractive de-risked mining projects.
  • Invest with an expert Investment Committee comprising of highly regarded individuals in the mining industry that have significant experience and track records of allocating capital successfully.
  • The CCP 12J Fund is likely to be the leading mining focused 12J fund, which should have the benefit of 10x the investment capacity relative to 12J funds focused on any other sector;

Note: this investment has liquidity constraints (unlisted shares, 5-year recoupment period) and fees that are typical of alternative asset investments – both these factors have been taken into account when designing the CCP 12J proposition.

The Founders
DRA-Left-Aligned

DRA Group (founded in 1984) is a global engineering, project management and processing plant operations business with capabilities right across the mining value chain, employing in excess of 3,000 people (>1,000 engineers) and revenues in excess of R6.0 billion per annum

CCP-Mino-Left-Aligned

Minopex is DRA’s mineral processing plant operations, maintenance and optimization business.

Concentrate Capital Partners is an asset management vehicle through which DRA makes strategic non-controlling investments, as a technical partner, into mining projects

Stockdate-left-Aligned

Stockdale Street (“Stockdale”) is the company that advises the Mary Oppenheimer family interests’ South African private equity activities. In 2016, a partnership advised by Stockdale acquired a significant shareholding in DRA

The People

CCP 12J has gone to great lengths to assemble a group of individuals with a track record of successfully allocating capital to mining projects in South African and beyond. The resultant Investment Committee will be responsible for considering and approving investments made by CCP 12J.

Directors & Investment Committee Members
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Michael Golding
Director
Michael has over 20 years of mining finance and corporate finance experience. Previously head of corporate finance for Billiton, Michael has advised on in excess of 100 mining transactions in last 20 years.
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Andrew Naudé
Director
Andrew has 20 years experience in financial services and is currently Group CFO and Strategy Director of the DRA Group, responsible for development and DRA’s financial and commercial activities.
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Jean Nel
Director
Previously CEO of Aquarius Platinum Limited and of Platinum Division of Sibanye Stillwater, Jean has experience in the financing, acquisition, expansion, disposing and managing of mining projects and mines in SA in numerous commodities.
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Riza Moosa
Independent Non-executive Director
Riza is a banking and finance lawyer and has in-depth experience in preference share funding, both in acquisition transactions and as a general investment product. Riza previously headed up the banking and finance practice at Norton Rose Fulbright South Africa.
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Deepa Vallabh
Independent Non-executive Director
Deepa is a Director of Cliffe Dekker Hofmeyr’s Corporate and Commercial practice and is Head: Cross-Border M&A: Africa & Asia. Deepa specialises in mergers and acquisitions, corporate reorganisations and restructurings with a particular focus on cross-border M&A into Africa.
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Tom Borman
Investment Committee
Tom has over 20 years in mining finance and operational experience, including leading the integration when BHP merged with Billiton. Tom lead the team which established Optimum Coal in 2006, IPO in 2010 and acquired by Glencore in 2012.
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Nigel Townshend
Investment Committee
Nigel founded consulting engineering giant TWP Consulting in 1982. Listed on the Johannesburg Securities Exchange in 2007, TWP was bought by WorleyParsons, a global player with over 40, 000 employees. Nigel is a member of professional bodies in SA, the UK and Europe.
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Paul Miller
Managing Director
Paul Miller is the Managing Director of the CCP 12J Fund, formerly a mining investment banker with Nedbank CIB and the founding CEO of Keaton Energy.
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Mike Clare
Independent Financial Services Specialist
Mike Clare is a financial services distribution-strategy specialist with 25 years financial services and management consulting experience. Corporate experience includes senior management positions at Alexander Forbes (Investment Solutions), Liberty Life and Stanlib.
WHAT IS SECTION 12J
Background

One of the main challenges to the economic growth of small and medium-sized businesses and junior mining exploration is access to equity finance.

To assist these sectors in terms of equity finance, government has implemented a tax incentive for investors in such enterprises through the Venture Capital Company regime enabled by Section 12J of the Income Tax Act.

A Venture Capital Company is intended to be a vehicle to attract retail investors. It has the benefit of bringing together small investors as well as concentrating investment expertise in favour of the small business sector.

Why Choose CCP 12J for your Section 12J Fund

CCP 12J is able to invest in companies with total assets up to R500 million. Other 12J funds that invest into non-mining investments can only invest into companies with total assets up to R50 million. CCP 12J can therefore consider investments into larger and/or more established companies. This significantly expands its investment universe and also allows the benefits of scale to be realised for its investors.

100% Deductable for Individuals, Companies and Trusts
As this is a Venture Capital Company, the full amount invested in CCP 12J is 100% deductible from an investor’s income in the year the investment is made.
45% Tax Incentive
An investor in CCP 12J will therefore obtain up to a 45% tax incentive (for an individual tax payer at maximum marginal rate) at the time of investment.
How It Works
  • Investors in CCP 12J receive a share certificate and a tax certificate.
  • Investors can then deduct the full amount invested from their taxable income using the tax certificate received from CCP 12J.
  • If the investment is held for a 5 year period or more, the tax benefit will become permanent.
  • Thereafter standard tax rules apply.
    • Any capital gains, and the original capital, returned to investors after five years will be subject to capital gains tax.
    • However, the base cost for capital gains tax purposes is zero if the investor has claimed their allowable 12J deduction.
    • Dividends received from CCP 12J are subject to dividends withholdings tax, unless the investor is exempt.
  • CCP 12J will invest in qualifying companies and will be responsible to ensure that all SARS requirements are met on an ongoing basis.
  • The investee must be a company;
  • It must be a resident;
  • It must not be a controlled group company in relation to a group of companies;
  • Its tax affairs must be in order (a tax clearance certificate must be requested from SARS to support this requirement);
  • It must be an unlisted company (section 41 of the Income Tax Act) or a junior mining company; a junior mining company may be listed on the Alternative Exchange Division (AltX) of the JSE Limited;
  • During any year of assessment, the sum of the “Investment Income” derived by the investee must not exceed 20% of its gross income for that year of assessment;
  • It must not carry on any of the following impermissible trades:
    • Any trade carried on in respect of immoveable property, except trade as a hotel keeper (includes bed and breakfast establishments);
    • Financial service activities such as banking, insurance, money-lending and hire purchase financing; provision of financial or advisory services, including legal, tax advisory, stock broking, management consulting, auditing, or accounting;
    • Operating casino’s or other gambling related activities including any other games of chance; manufacturing, buying or selling liquor, tobacco products or arms or ammunition; or
    • Any trade carried on mainly outside South Africa.
  • There are no special tax rules for investee companies. The standard tax rules will apply.
  • A minimum of 80% of the expenditure incurred by CCP 12J to acquire assets must be for qualifying shares, and each investee company must, immediately after the issuing of the qualifying shares, hold assets with a book value not exceeding: R500 million in any junior mining company; or R50 million in any other qualifying company.
  • The expenditure incurred by CCP 12J to acquire qualifying shares in any one qualifying company must not exceed 20% of any amounts received in respect of the issue of Ordinary Shares of CCP 12J.
  • A maximum of 70% of the equity in a qualifying company can be held by CCP 12J.

In addition, CCP 12J must maintain a record of all its investors and investees which must be submitted to SARS in February and August of each year.

Please take note the above is a summary based on current legislation. It is a general guide which is not intended to constitute a complete analysis of the taxation consequences of the Venture Capital Company regime described in Section 12J of the Income Tax Act. It is not intended to be, nor does it constitute, legal or taxation advice. The CCP 12J, its staff and advisors accept no liability or responsibility for the tax consequences of the proposed transaction in the hands of investors who are advised to consult their own tax advisors.

INVESTMENT PHILOSOPHY
Mandate

CCP 12J will pursue mining related equity investment opportunities which meet the following criteria:

  • Secondary expansion projects in the South African mining sector; typically tailings and dump retreatment projects or brownfields expansions;

  • where substantially all underlying project risks can be significantly mitigated or transferred;

  • work alongside high calibre project owners and/or product off-takers who are endorsed by both DRA and Stockdale Street;

  • where the exit strategy serves both the interests of the project owner and CCP 12J;

  • the transaction meets the criteria of a Qualifying Investment under section 12J of Income Tax Act, including the definition of “mining production or exploration”, where applicable; and
  • where the Investment Committee has a high level of confidence that an appropriate risk adjusted return could be earned by the Investors.

The funds raised by CCP 12J will be invested in a portfolio of mining related equity investments carefully selected by the Manager and meeting the stringent criteria of the Investment Committee. These investments will aim to target nominal pre-tax returns in the mid to high teens. It is therefore anticipated that once added to the enhancement afforded to investments into a Venture Capital Company, CCP 12J will aim to deliver an Internal Rate of Return (IRR) of approximately 20%. CCP 12J deems this return range to be very attractive, given the risk profile of the investments being pursued.

Investor Presentation

February 2018

Video in which Jean Nel, a director of CCP 12J Fund, explains the key aspects of the fund.

12J Marketplace Presentation

August 2018

Paul Miller, MD of the CCP 12J Fund, explains and discusses the fund at the 12J Marketplace Johannesburg event.

INVEST WITH US
Investment Overview
Eligibility Any South African tax payer can benefit from the tax deduction. This includes individuals, companies and trusts
Instrument Equity investments
Sector Mining (focus on reduced capital / short-time to production / expansion of existing operations / advanced projects with short period to production – tailings/dump retreatment projects are likely to be the primary focus)
Return objectives The targeted investment returns are expected to yield an ~20% IRR in the hands of investors (after all fees)
Term / Liquidity profile Private equity profile (5-8 year horizon) – investors are required to hold their investment for at least 5 years to prevent any tax recoupments
Tax benefits Investment is deductible from taxable income in the year in which the investment is made
Minimum subscription R500,000 (smaller amounts at the sole discretion of the Board of CCP 12J)
Maximum subscription Any amount (multiples of R10,000 above minimum subscription amount)
Fees Management fee: 2.0% per annum on assets under management (paid quarterly in advance)
Performance fee: 20% after STEFI is earned on risk capital (net investment amount) from distributions declared by CCP 12J

Please take note the above is a summary of terms conveyed in the current prospectus issued by CCP 12J. It is not intended to constitute a complete analysis of any investment into CCP 12J or to replace an investor properly considering the contents of the prospectus. It therefore is not intended to be, nor does it constitute, legal or taxation advice. The CCP 12J, its staff and advisors accept no liability or responsibility for the tax consequences of the proposed transaction in the hands of investors who are advised to consult their own tax advisors.

To invest, or for further information, send us a message and we will contact you.

IN THE NEWS

CCP 12J MD Paul Miller talks to Mining Weekly Online’s Martin Creamer on new tax incentives to boost mining investment.

Video and Video Editing: Nicholas Boyd. Photographs: Dylan Slater. Click here to watch the video on Mining Weekly.

The Midas Touch when considering Section 12J – FA News

Effective investment in a Section 12J company requires careful consideration of many more factors than just their beneficial tax structure, particularly when it comes to choosing which Section12J companies are best suited to each individual client.

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Offsetting Capital Gains Tax / Reducing PAYE

In the past there were a variety of options for South African taxpayers to legally reduce their annual tax liabilities. Changing economic times and an increasingly challenged fiscus have meant that, over the years, the number and variety of these options have steadily been reduced.

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New mining fund raising R750m to co-finance ancillary mine projects – Mining Weekly

In an economic environment of tight capital allocation and bank pull back from mining finance, the new tax-incentivised CCP 12J Mining Fund is going all out to raise R750-million for co-investment in ancillary project opportunities on existing mine sites.

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CONTACT
Please email or call us for further information:

Email: info@ccp12j.co.za

Telephone: (011) 262 6433

Address:
Building 2, Pinmill Office Park
Strathavon
Sandton, 2196
Johannesburg