The Accra High Court last Friday halted a 5.53 billion dollar deal by which Scancom Limited and its parent company in Beirut intended to sell the leading mobile phone service in Ghana, Areeba, to MTN Incorporated of South Africa.
The deal would have been sealed today with the listing of the company by MTN on the South African Stock Exchange.
The order remains valid for 10 days, and having regard for the urgency of the matter, the court further ordered that its ruling should be faxed immediately to Investcom Consortium in Beirut and also sent by courier.
The court's order followed an application by Mr Richmond Aggrey, a Ghanaian businessman with 20 per cent interest in Scancom Limited, claiming that the closure of the acquisition 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”.
He undertook to pay compensation or damages to the defendants as a result of any loss occasioned by the order.
Mr Aggrey's contention was that his name had been removed from the shareholders list of Scancom Ltd without any explanation.
He, therefore, filed an ex parte motion for an interlocutory injunction against Investcom Consortium Holdings SA (now Investcom LLC) of Beirut, the parent company, Scancom Limited and Grandview Management Ltd in the USA to restrain them from dealing with the shares, stock and or interest in Scancom Limited in any manner.
According to him, that would affect his 20 per cent interest in Scancom Limited. The court, presided over by Mr Justice Henry A. Kwofie, therefore, restrained the defendants from continuing and or concluding the merger with or the acquisition of the parent company by MTN Company Ltd.
According to the particulars of the directors and shareholders of Scancom Limited, 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, Mr Aggrey's name was not included in the shareholders list.
“The onus is on the company to explain how Richmond Aggrey ceased to be a shareholder,” it said.
The document said in the 1996 annual returns, the shareholders were given as: Investcom Consortium (Holding S.A.), 670 million, Richmond Aggrey, 200 million, David Andreas Hesse, 60 million, Tele 2 Nornett, 36 million, and Scan Construction Ltd, 34 million.
The Registrar of Companies indicated that the annual returns for 1997 and 1998 followed the same pattern as those of 1996 but there were no annual returns filed for 1999.
In the 2000 annual returns filed, Mr Aggrey was never listed as a shareholder and there was no indication that he had transferred his shares to anybody, the document said.
“We wish to state finally that in all the subsequent annual returns filed by the company, they have removed the name of Richmond Aggrey from the list of shareholders without any explanation,” it said.
The document listed the shareholders for that year as: Investcom Consortium (Holding S.A), 10,095,108,081, David Hesse, 215,200,000, Tele 2 Nornett, 213,270,130, and Scan Construction Ltd, 218,421,789.
With its operations now extended to The Gambia, Liberia, Sierra Leone, The Sudan and Yemen, Scancom's operations in Ghana seem to be under dispute following this wrangling.
In an affidavit in support of his motion, Mr Aggrey said Investcom Consortium, the majority shareholder of Scancom Ltd, was initially registered in Lebanon and the United Arab Emirates, while Grandview Management Ltd was a company registered in the Cayman Islands and nominated by him to hold in trust his shares in Scancom Ltd.
He said since 2005, Investcom Consortium had listed its stock on the Dubai and London Stock exchanges and was currently concluding a transaction with MTN Group Ltd of South Africa, with the object of a merger and acquisition in which MTN would acquire Investcom Consortium in consideration for MTN Group Ltd shares and a cash payment.
In the substantive case, Mr Aggrey is claiming against the defendants, jointly and severally, an order directed to Scancom Ltd to pay him his true share of dividends declared between 2000 and 2005 financial years and in a manner which was proportionate to his shareholding, with interest at the commercial rate.