Court briefingIn the beginning was Scancom... and it grew to devour its own

An Accra Commercial court, has had a narration of the origins of the company, its formative stages, the original shareholding structures, the dilution of shares to allow outsider interest, the modus operandi of the original Lebanese majority owners, the Mikati family, who run the Ghanaian subsidiary as if it were their personal property.

The narrator discloses how his shareholding of the company, which was six percent has been whittled down. And in a shocking finale, he disclosed that the representations they made in diluting and taking over his shares as the first original shareholder-director and lawyer, the company, which is now called Areeba was perpetrating fraud all along with his shares and everything they told him.

Mr. David Hesse is due to appear in court next week for the battle to be joined and face lawyers representing the Telecommunications giant, Messrs William Fugar and Benson Nutsukpui of Kuenyehia and Co.

Lawyer Hesse swore in his statement of claim that Investcom Consortium Holding of Beirut, which has now been acquired by MTN of South Africa had such absolute management control over Scancom Ghana (now Areeba Ghana), they appear to be interchangeable as 'a single commercial unit'.

He recalled that the company was incorporated in 1994 and at the time, Tele 2 Nornett, a Norwegian company run by Mr. Ole Husvik, another Norwegian resident in Ghana were the first directors.

Between 1994-1995, David as the sole director then in Ghana, applied for and obtained GSM relevant authorisation from the Ghana Frequency Registration and Control Board and the then Ministry of Transport and Communications.

In 1996, David continued, after he had met with several people and institutions to invite them to invest in and participate in the business of telephony, Tele 2 Nornett then met with the Mikati's (Investcom consortium) in Europe, where at the invitation of Tele 2 Nornet, with the permission and consent of David Hesse they invested in the business of Scancom (2nd defendant). Further, after a series of meetings in Europe and Accra, they finalised the shareholding and directorships of Scancom.

David Hesse said he acquired six percent on account of the extensive work that he had performed as a promoter of Scancom 'and the exceptional role played by plaintiff acquisition of the authorisation to enable 2nd defendant operate the GSM telephony business in Ghana'.

'The plaintiff states that the main shareholders agreement signed in Paris, France on 18th June 1996 and signed in Ghana on June 19th 1996.'

'The Plaintiff says that the main shareholder agreement was kept away from plaintiff by 1st defendant in Beirut, Lebanon and the plaintiff was not given a copy despite persistent demands.'

'The plaintiff further says that in terms of the said Shareholders Agreement, Scan Construction Limited, a company of which plaintiff owned and still owns twenty five percent of its equity capital was to be responsible for all local construction and civil works for the 2nd defendant; Tele 2 Nornett, A/S was to provide market planning and the 1st defendant to provide management services to the 2nd defendant.'

'The plaintiff states that immediately 1st defendant joined the 2nd defendant, it became clear that the 1st defendant as the shareholder in charge of management of 2nd defendant would not honour the terms of the shareholders' agreement as amended and other agreements between the other shareholders of the 2nd defendant.'

'The plaintiff says that upon protests by him and the other minority shareholders about the conduct of the 1st defendant in the management of the 2nd and in the non-payment of dividends by the 2nd defendant, the 1st defendant entered into an agreement with the plaintiff dated 1st May 1998, by which the 1st defendant agreed to pay to the plaintiff the sum of $1,500.00 per month as payment against future dividends to be declared by the 2nd defendant.

'The plaintiff contends that in accordance with the 1st defendant's style of running the 2nd defendant as its alter ego, all of the monthly dividend payments were actually paid by the 2nd defendant'.

'The plaintiff adds that the 1st May 1998 agreement was extended by the mutual agreement of all the parties until July 2006, when the 2nd defendant's management unilaterally terminated the said payments'.