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08.12.2005 Business & Finance

GGBL to hold AGM after court throws out suit

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Accra, Dec. 8, GNA - Guinness Ghana Breweries Limited (GGBL) will now hold its Annual General Meeting (AGM) on December 12 at Kumasi following the dismissal by an Accra Fast Track High Court of an interlocutory injunction filed by Mr John Oduro-Ofori, a shareholder, restraining the Company from holding the meeting. Delivering its ruling on Thursday, the Court said after considering both arguments and pleas of both counsel, it noted that the Plaintiff, Mr Oduro-Ofori could not establish that he could suffer any irreparable damage.

"Further as a balance of hardship, greater loss would be incurred by the defendants and the majority of shareholders if the meeting was called off," the Court said.

Accepting the arguments of the respondents, GGBL, the Court noted that the Directors of the Company were not acting against the law by the calling the meeting.

The Court awarded 1.5 million cedis cost against Mr Oduro-Ofori. Mr Oduro-Ofori, through his counsel Mr Joseph Aboagye Debrah, sought an order of the Court to restrain GGBL from holding its AGM slated for December 12, saying it was in breach of statutory provisions of 1963 Companies Code (Act 179).

He also sought an order of the Court to restrain GGBL from using the name Guinness Ghana Breweries Group without registration, noting that this was in breach of Act 179 and Act 151.

In an affidavit in support, plaintiff stated that under Ghanaian law, business names and names of corporate entities must be registered, irrespective of whether they were a holding company or a group name. He noted that GGBL launched a new name Guinness Ghana Breweries Group (GGBG) and defined a logo at a public function and openly declared that the launch was a further merger of GGBL and Ghana Breweries Limited.

It further said GGBL and its Directors had designed corporate letterheads with the GGBG detailing directors and all other requirements of a duly registered corporate entity that was not registered. According to the Plaintiff, the annual report and communication received as purported notice of the AGM of GGBL could not be deemed as proper in law.

"That the annual report of GGBG implies that it is a holding company of two entities, GGBL and GBL and that all shareholders of GBL could also attend the same meeting when that was not the case." Mr Sam Okudjeto, counsel of GGBL argued: "By December 2004 Guinness Ghana Limited acquired, pursuant to a takeover offer, 99.7 per cent of the shares in GBL."

Pursuant to a resolution of its shareholders at an extraordinary general meeting of Guinness Ghana Limited in July 2004, the name of the company was changed to GGBL soon after the completion of the acquisition of GBL's shares, he said. The Defendant indicated the new name GGBL was registered with the Registrar of Business Names under the Registration of Business names Act, 1962 Act 151.

According to them both GGBL and GBL continue to exist and stand alone as legal entities. In an affidavit in opposition, Mr Okudjeto described the Plaintiff's application as frivolous and vexatious, which should be dismissed at all cost.

It noted that issues raised by the Plaintiffs were matters that would be decided on by shareholders at AGM. He said the name Guinness Ghana Breweries Group was only a generic term referring to a corporate image of GGBL and GBL, the two sister companies with the same Managing Director.

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