Aggrey closes case against Scancom

June 18, 2008 (Page 3 Lead)

MR Richmond Aggrey, a businessman who has sued Scancom Ghana Limited, operators of MTN, over a shareholding dispute, yesterday closed his case and prayed the Commercial Court in Accra to order the defendants to restore his name as the holder of 20 per cent shares in the company.
He also prayed the court to order Scancom to pay him his true dividends declared from the 2000 to 2005 financial years.
Mr Aggrey, who was led by his counsel, Mr Yonny Kulendi, in his evidence-in-chief, is also seeking the rectification of the membership of Scancom Ltd to include his name and restore him to his position as a shareholder and director of the company.
The businessman has joined Investment Consortium Holdings, SA (Investcom), the majority shareholders of MTN, and Grandview Management to the suit over unlawful take-over of his 20 per cent shares in Scancom.
According to Mr Aggrey, he was forced to pull out of the company because of former President Rawlings’s interference and threats which had the potential of collapsing the company.
Mr Aggrey, who was then the Vice-Chairman of Scancom, said following the continuous threats, he was advised by the other shareholders to pull out and instead nominate someone to represent him.
He said following those developments, he nominated his cousin, Mr Chris Wilmot, to hold his shares because his continued stay in the company at the time was seen as a risk to its growth.
He said he and other minority shareholders were deceived, adding, “I left to help the company to survive persecution. What we started in order to sustain our common interest is now being used to take away my shares.”
Mr Aggrey accused Investcom of unilaterally increasing its shares, to his detriment, and that of other minor shareholders.
He denied assertions by Scancom that he transferred the 20 per cent shares to Grandview out of his own free will, adding that he left to save the company and not to sacrifice his shares.
He further denied a claim by Scancom that he was paid by Grandview after the transfer of the shares.
The defence is expected to cross-examine Mr Aggrey at the court’s sitting today.
The Commercial Court is also expected to give its ruling on an application filed by Investcom praying the court to determine whether or not the suit filed by Mr Aggrey could be determined through arbitration in London.
According to Investcom, by virtue of the shareholders’ agreement dated January 12, 1996, subsequently amended in June, 1996, Investcom and Mr Aggrey agreed that the right forum for the resolution of any dispute arising from or in connection with the shareholders’ agreement was in London.
Investcom had earlier filed an application praying the court to stay proceedings on the case to enable parties in the matter to go for arbitration in London but the court dismissed it on the grounds that it was misplaced.
Mr Aggrey began giving evidence on April 28, 2008, following the non-attainment of a settlement between him and the three defendants at a pre-trial conference under commercial court rules, resulting in the matter being referred for trial.
The plaintiff sued Investcom, the majority shareholder in Scancom, and Grandview Management Limited when Scancom decided to engage in a merger deal with MTN Incorporated of South Africa.
The deal has, however, been concluded, following the transfer of all shares in Scancom to MTN.
That was after a High Court order on July 14, 2006 which restrained Scancom and other respondents from "continuing, progressing and or concluding the merger with and/or acquisition of Investment Consortium Holdings by MTN, without taking into account and/or providing for the plaintiff's 20 per cent shares in Scancom Limited".
The closure of the acquisition, according to Mr Aggrey, would occasion the loss of his shareholding in the company by reason of the accrual of the rights of the MTN Group as a third party.
Mr Aggrey's contention was that his name had been removed from the shareholders’ list of Scancom without any explanation, adding that the particulars of the directors and shareholders of Scancom obtained from the Registrar General's Department, dated June 2, 2006, and signed by Mr K.A. Ohene-Obeng, a Chief State Attorney, for the Registrar of Companies, showed that Mr Aggrey's name was not included in the shareholders’ list.
It said the onus was on the company to explain how Mr Aggrey ceased to be a shareholder.