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.
Source:PM News
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