Court Confirms Konado, others own 15% shares in GREL

The Commercial High Court in Accra yesterday confirmed a long-held suspicion that former First Lady, Nana Konadu Agyeman Rawlings and an associate, Appiah Ampofo, actually owned shares in the divested State asset, Ghana Rubber Estates Limited (GREL).

The former First Lady and Samuel Appiah Ampofo, a former National Insurance Commissioner were in the mid '90s accused of abuse of power in the purchase of shares in GREL when the Divestiture Implementation Commission(DIC) put it on divestiture, an accusation which was vehemently denied.

Almost twenty years after the controversial divestiture, Justice Koomson yesterday ruled in the protracted case that, Dr. Albert Owusu Barnafo could neither hold himself as a Shareholder nor a Trustee of Newgen Investments Limited which officially owned 15% of shares of GREL.

That ruling has paved the way for the duo Mrs. Rawlings and Mr. Appiah Ampofo to officially hold themselves as owners of the same shares (15%) in GREL.

Justice George K. Koomson in delivering his judgment, apart from citing precedence, relied heavily on testimonies given by witnesses including Mrs. Cecilia Johnson, former General Secretary of the 31st December Women's Movement (31 DWM), and now the Chairperson of the Council of State.

Dr. Barnafo had in his counter claim, alleged that the Plaintiffs had forged his signature on the 'Declaration of Trust' allegedly executed by him on 3rd August 1995.

Led in evidence by Sylvia Cudjoe, Counsel for the former First Lady, the Council of State Chairperson told the Court that she chanced upon Mr. Ampofo, Dr. Albert Barnafo and Nana Konadu Agyemang Rawlings and the late Edmund Arnong, in a meeting where she was asked to append her signature to an agreement as a witness.

Recalling the event, Mrs. Cecilia Johnson said that before she appended her signature as a witness, she made sure all parties concerned had agreed to the terms of the agreement.

She, therefore, strongly denied a claim that Dr. Barnafo's signature was forged adding she was “surprised” at the claim of forgery.

Based on that testimony by the Council of State Chairpesron and other considerations, the Judge dismissed the claim of forgery against the Plaintiff.

Justice Koomson in delivering the hour-long judgment, dismissed all the counter claims by the Defendants calling some of the claims as the “most outrageous statements I have ever come across in the corporate world”.

The judge wondered how both the Share Certificate and the Company registration certificate could be in possession of Mrs. Rawlings “from the onset” and yet Dr. Barnafo could claim ownership.

Making a brief reference to the trial of Madam Hanny Sherry Aryittey and others in the GREL Divestiture Trial the Judge said “the over reliance by the 3^rd Defendant on his role in that case is disingenuous”.

“In any case, if the case had gone the other way, the 3^rd Defendant ought not benefit from an illegality”, Justice Koomson added.

Coincidentally, Dr. Barnafo was a Prosecution Witness in the GREL Divestiture Trial (from November 2001 to April 2005),

He however suggested that Mrs. Rawlings should have been questioned when she stepped down as the First Lady if indeed the State had any case against her for the role she played in the acquisition of the Shares in GREL.

After 18 years of the divestiture of 75 percent of Government of Ghana (GoG) shares in State-owned Enterprise, Mrs Rawlings and others mounted a 'fierce fight' in 2013 over the 15% shares.

They claimed to be the “sole shareholders” of 15% of the divested shares of GREL which officially stand in the name of a company named Newgen Investments Limited.

The plaintiffs were seeking among others reliefs, a declaration to the effect that the 1^st Defendant, Dr. Albert Owusu Barnafo, “was only a Bare Trustee of the 500 shares held by him (Barnafo) in the 3^rd Defendant Company (Newgen Investments Ltd.)”.

They also sought a declaration that “the shares held by the 1^st Defendant (Dr. Barnafo) have been validly transferred to the 2^nd Plaintiff (Mrs. Rawlings)”.

Further particulars in a Statement of Claim attached to the writ which was filed on October 4, 2013, the plaintiffs contended that “by agreement between the 1^st Defendant (Dr. Barnafo) and themselves (Appiah-Ampofo and Mrs. Rawlings), they appointed Dr. Barnafo as a bare trustee to hold on their behalf 500 shares of the company which represents 50% of the issued shares of the company”.

Mr. Appiah-Ampofo and Mrs. Rawlings emphasised that “in full acknowledgement of his position as a bare trustee of the shares at issue, by a document titled 'Declaration of Trust' executed by the 1^st Defendant on 3^rd August 1995, the 1^st Defendant agreed and confirmed that the consideration for the said 500 shares of the 3^rd Defendant Company had been provided by the plaintiffs and accordingly he held those shares as a bare trustee for the plaintiffs”.

They insisted that ever since the execution of the 'Declaration of Trust' on 3^rd August, 1995 relative to the shareholdings, Dr. Barnafo in his dealings with them (Mrs. Rawlings & Appiah-Ampofo), had “conducted himself as a bare trustee”.

“The Plaintiffs aver that having executed the said 'Declaration of Trust', the 1^st Defendant is estopped from denying that the plaintiffs had power and authority to transfer the said 500 shares held by him in trust to any nominee of their choice. Pursuant to the said authorization the 500 shares held by the 1^st Defendant as a bare trustee were all duly transferred to the 2^nd Plaintiff (Mrs. Rawlings) on 5^th July 2013”, asserted Mrs. Rawlings and Appiah-Ampofo.

However, in a sharp rebuttal of the claims articulated by the 1^st and 2^nd Plaintiffs in their October 4, 2013 Writ, Dr. Albert Owusu Barnafo, as 1^st Defendant, Dehands Services Ltd, as 2^nd Defendant and NEWGEN INVESTMENTS LTD, as 3^rd Defendant, filed a “Statement of Defence and Counter-Claim” dated October 29, 2013.

They vehemently denied that Mrs. Rawlings and Mr. Appiah-Ampofo are the sole shareholders of Newgen Investments Ltd, a limited liability company incorporated under the laws of Ghana on 28^th June 1995.

“The Defendants in further denial state that the Plaintiffs are not and have never been shareholders of the 3^rd Defendant Company and are not recognised by the 3^rd Defendant Company as its shareholders”, countered Dr. Barnafo and the other Defendants.

They categorically stated that NEWGEN INVESTMENTS LTD was founded by Dr. Barnafo and the late Edmund Arnong who were rather the sole shareholders and not Mrs. Rawlings and Appiah-Ampofo as claimed by the latter two persons in their 'Statement of Claim' dated October 4, 2013.

Dr. Barnafo further denied ever executing any agreement to hold 500 shares of NEWGEN INVESTMENTS LTD. as Bare Trustee in favour of Mrs. Rawlings and Appiah-Ampofo.

“The 1^st Defendant states categorically that he never executed any trust document in favour of the Plaintiffs, and if there exists any such document then it is averred that, the signature purported to be that of the 1^st Defendant was forged by the Plaintiffs themselves with no involvement whatsoever from the 1^st Defendant”, emphasized the three (3) Defendants.

Although the camp of the Defendants who lost the 'fierce' legal battle remained calm after the verdict, murmurs of a possible appeal at the Court of Appeal could be heard among them.

Please stay tuned for further developments…