A Federal High Court sitting in Lagos Monday quashed the Share Purchase Agreement (SPA) which transferred ownership of Newswatch Communications Limited to Global Media Mirror Limited owned by businessman, Jimoh Ibrahim.
The court also awarded N15.7 million damages against the respondents as well as an order halting further publications of Newswatch Daily among other reliefs sought by the petitioners.
The minority shareholders in the suit were Mr. Nuhu Aruwa and Prof. Jibril Aminu while the respondents were Newswatch Communications Limited, Global Media Mirror Limited, Ibrahim, Newswatch Newspapers and Corporate Affairs Commission.
Justice Ibrahim Buba upheld all the prayers of the minority shareholders who had filed the suit challenging the validity of the takeover of the company.
Justice Buba said that the respondents could not prove that they paid up for the shares.
“The petitioners gave evidence to show that the second to third respondents have blatantly failed to pay for the shares in the company. They have not showed how and when they paid for the said shares. Nothing in paragraph 11 and 18A of the respondents’ statement of defence shows how they have paid for the shares. There is no evidence in paragraph 3.0 that the respondents have paid on or before 5th May, 2011.
“The respondents have only given their interpretation to that paragraph. Whatever monies they spent was spent on Daily Mirror and was confirmed by DW2 during cross-examination. The N510 million was supposed to be paid for shares and not for any other purpose. There is no evidence to show that the shares have been paid for. Besides, it was a company called “Global Fleet” that paid the N14 million, not any of the respondents who contracted with the first respondent,” the judge held.
Justice Buba stated that the case of the petitioners have merits.
“The court grants all the reliefs as set out in the petition at the inception of this case as follows: an order setting aside the contract entered into between the first and respondent companies by virtue of document titled “Share Purchase Agreement” between Newswatch Communications Limited “Seller” and Global Media Mirror Limited “Buyer” and executed by the parties therein on or about May, 2011.
“A consequential order setting aside the Form CAC2 – Statement of Share Capital and Return of Allotment of Shares of the 1st Respondent company dated the 27th day of August, 2012 presented for filing by Gloria A. Ukeje.
“An order directing the 2nd and 3rd respondent jointly and severally to pay special damages in the sum of N15.7 million to the 1st Respondent Company being loss of Business profits since August 2012 till October 2012 when the 1st Respondent’s operations were unilaterally shut down by the 2nd and 3rd Respondents and to pay an average sum of N5 million per month for every month that the 1st Respondent is shut down without production of its weekly magazine until the determination of this suit.”
The court held that it has come to the inevitable conclusion that the petitioners have discharged the burden placed on them and have proved their case while the first to fourth respondents have failed woefully to discharge the burden placed on them.